8-K
LOWES COMPANIES INC (LOW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2025
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 1-7898 | 56-0578072 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File<br>Number) | (IRS Employer<br> Identification No.) | 1000 Lowes Blvd., Mooresville, NC | 28117 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
| Registrant’s telephone number, including area code: | (704) 758-1000 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.50 per share | LOW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company | | --- | --- || ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | --- | --- |
Item 2.02 Results of Operations and Financial Condition.
On November 19, 2025, Lowe’s Companies, Inc. (the “Company”) issued a press release and related infographic, furnished as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference, announcing the Company’s financial results for its third quarter ended October 31, 2025.
The information provided pursuant to Item 2.02, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, datedNovemberexhibit991-10312025.htm19, 2025, announcing the financial results of Lowe’s Companies, Inc. for itsthirdquarter endedOctoberexhibit991-10312025.htm31, 2025. |
| 99.2 | Infographic relating to the financial results of Lowe’s Companies, Inc. for itsthirdquarter endedOctoberexhibit992-10312025.htm31, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LOWE’S COMPANIES, INC. | ||
|---|---|---|
| Date: November 19, 2025 | By: | /s/ Dan C. Griggs, Jr. |
| Name: | Dan C. Griggs, Jr. | |
| Title: | Senior Vice President, Tax and Chief Accounting Officer |
Document
Exhibit 99.1
November 19, 2025
For 6:00 a.m. ET Release
LOWE’S REPORTS THIRD QUARTER 2025 SALES AND EARNINGS RESULTS
— Diluted EPS of $2.88; Adjusted Diluted EPS1 of $3.06 —
— Comparable Sales increased 0.4% —
— Updates Full Year 2025 Outlook —
MOORESVILLE, N.C., Nov. 19, 2025 – Lowe’s Companies, Inc. (NYSE: LOW) today reported net earnings of $1.6 billion and diluted earnings per share (EPS) of $2.88 for the quarter ended Oct. 31, 2025, compared to diluted EPS of $2.99 in the third quarter of 2024. During the third quarter, the company recognized $129 million in pre-tax expenses associated with the acquisitions of Foundation Building Materials (FBM) and Artisan Design Group (ADG). Excluding these expenses, third quarter 2025 adjusted diluted EPS1 increased 5.9% to $3.06 compared to the prior-year adjusted diluted EPS1.
Total sales for the quarter were $20.8 billion, compared to $20.2 billion in the prior-year quarter. Comparable sales for the quarter increased 0.4%, driven by 11.4% online sales growth, double-digit growth in home services and continued growth in Pro sales.
“The company delivered another quarter of positive comp sales, and we’re pleased to start November with positive comps as well, despite headwinds related to hurricane activity in the prior year. With the closing of the FBM acquisition last month, we look forward to enhancing our offering to Pro customers and creating more sustainable, long-term sales and profit expansion for the company,” said Marvin R. Ellison, Lowe’s chairman, president and CEO. “I would like to thank our associates for their hard work and dedication to the business.”
As of Oct. 31, 2025, Lowe’s operated 1,756 stores, representing 195.8 million square feet of retail selling space.
Capital Allocation
The company remains committed to a disciplined capital allocation strategy focused on driving long-term shareholder value. During the quarter, the company invested $8.8 billion for the acquisition of FBM and paid $673 million in dividends.
1 Adjusted diluted earnings per share is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures Reconciliation” section of this release for additional information, as well as reconciliations between the company’s GAAP and non-GAAP financial results.
| Lowe’s Business Outlook |
|---|
The company is updating its outlook for the operating results of full year 2025 to reflect the ongoing uncertainty in the macroeconomic environment. The updated outlook also includes expectations for FBM.
Adjusted operating income, adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures that exclude the transaction costs, purchase accounting adjustments and intangible asset amortization related to the acquisition of FBM and ADG. The company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items (which may be significant) without unreasonable effort.
Full Year 2025 Outlook
•Total sales of $86.0 billion (previously $84.5 to $85.5 billion)
•Comparable sales expected to be flat as compared to prior year (previously flat to up +1%)
•Adjusted operating income as a percentage of sales (adjusted operating margin) of 12.1% (previously 12.2% to 12.3%)
•Net interest expense of approximately $1.4 billion (previously $1.3 billion)
•Effective income tax rate of approximately 24.0% (previously 24.5%)
•Adjusted diluted earnings per share of approximately $12.25 (previously $12.20 to $12.45)
•Capital expenditures of up to $2.5 billion
A conference call to discuss third quarter 2025 operating results is scheduled for today, Wednesday, Nov. 19, at 9 a.m. ET. The conference call will be available by webcast and can be accessed by visiting Lowe’s website at ir.lowes.com and clicking on Lowe’s Third Quarter 2025 Earnings Conference Call Webcast. Supplemental slides will be available prior to the start of the conference call. A replay of the call will be archived at ir.lowes.com.
| Lowe’s Companies, Inc. |
|---|
Lowe's Companies, Inc. (NYSE: LOW) is a FORTUNE® 100 home improvement company serving approximately 16 million customer transactions a week, with total fiscal year 2024 sales of more than $83 billion. Lowe's employs approximately 300,000 associates and operates over 1,700 home improvement stores, 530 branches and 130 distribution centers. Based in Mooresville, N.C., Lowe's supports the communities it serves through programs focused on creating safe, affordable housing, improving community spaces, helping to develop the next generation of skilled trade experts and providing disaster relief to communities in need. For more information, visit Lowes.com.
| Disclosure Regarding Forward-Looking Statements |
|---|
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe”, “expect”, “anticipate”, “plan”, “desire”, “project”, “estimate”, “intend”, “will”, “should”, “could”, “would”, “may”, “strategy”, “potential”, “opportunity”, “outlook”, “scenario”, “guidance”, and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives (including objectives related to environmental and social matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services including customer acceptance of new offerings and initiatives, macroeconomic conditions and consumer spending, share repurchases, and Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct. Actual results may differ materially from those expressed or implied in such statements.
A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements including, but not limited to, changes in general economic conditions, such as volatility and/or lack of liquidity from time to time in U.S. and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowe’s and its customers, slower rates of growth in real disposable personal income that could affect the rate of growth in consumer spending, inflation and its impacts on discretionary spending and on our costs, shortages, and other disruptions in the labor supply, interest rate and currency fluctuations, home price appreciation or decreasing housing turnover, age of housing stock, the availability of consumer credit and of mortgage financing, trade policy changes or additional tariffs, outbreaks of pandemics, fluctuations in fuel and energy costs, inflation or deflation of commodity prices, natural disasters, geopolitical or armed conflicts, acts of both domestic and international terrorism, and other factors that can negatively affect our customers.
Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A in our quarterly reports on Form 10-Q or other subsequent filings with the SEC. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.
LOW-IR
| Contacts: | Shareholder/Analyst Inquiries: | Media Inquiries: |
|---|---|---|
| Kate Pearlman | Steve Salazar | |
| 704-775-3856 | steve.j.salazar@lowes.com | |
| kate.pearlman@lowes.com |
Lowe’s Companies, Inc.
Consolidated Statements of Current Earnings and Accumulated Deficit (Unaudited)
In Millions, Except Per Share and Percentage Data
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 31, 2025 | November 1, 2024 | October 31, 2025 | November 1, 2024 | |||||||||
| Current Earnings | Amount | % Sales | Amount | % Sales | Amount | % Sales | Amount | % Sales | ||||
| Net sales | $ | 20,813 | 100.00 | $ | 20,170 | 100.00 | $ | 65,701 | 100.00 | $ | 65,120 | 100.00 |
| Cost of sales | 13,697 | 65.81 | 13,374 | 66.31 | 43,497 | 66.20 | 43,340 | 66.55 | ||||
| Gross margin | 7,116 | 34.19 | 6,796 | 33.69 | 22,204 | 33.80 | 21,780 | 33.45 | ||||
| Expenses: | ||||||||||||
| Selling, general and administrative | 4,160 | 19.99 | 3,827 | 18.97 | 12,381 | 18.85 | 11,860 | 18.22 | ||||
| Depreciation and amortization | 475 | 2.28 | 433 | 2.15 | 1,378 | 2.10 | 1,284 | 1.97 | ||||
| Operating income | 2,481 | 11.92 | 2,536 | 12.57 | 8,445 | 12.85 | 8,636 | 13.26 | ||||
| Interest – net | 352 | 1.69 | 317 | 1.57 | 1,002 | 1.52 | 985 | 1.51 | ||||
| Pre-tax earnings | 2,129 | 10.23 | 2,219 | 11.00 | 7,443 | 11.33 | 7,651 | 11.75 | ||||
| Income tax provision | 513 | 2.46 | 524 | 2.59 | 1,789 | 2.72 | 1,818 | 2.79 | ||||
| Net earnings | $ | 1,616 | 7.77 | $ | 1,695 | 8.41 | $ | 5,654 | 8.61 | $ | 5,833 | 8.96 |
| Weighted average common shares outstanding – basic | 559 | 565 | 559 | 568 | ||||||||
| Basic earnings per common share (1) | $ | 2.88 | $ | 2.99 | $ | 10.09 | $ | 10.24 | ||||
| Weighted average common shares outstanding – diluted | 560 | 566 | 560 | 569 | ||||||||
| Diluted earnings per common share (1) | $ | 2.88 | $ | 2.99 | $ | 10.07 | $ | 10.22 | ||||
| Cash dividends per share | $ | 1.20 | $ | 1.15 | $ | 3.55 | $ | 3.40 | ||||
| Accumulated Deficit | ||||||||||||
| Balance at beginning of period | $ | (12,108) | $ | (14,342) | $ | (14,799) | $ | (15,637) | ||||
| Net earnings | 1,616 | 1,695 | 5,654 | 5,833 | ||||||||
| Cash dividends declared | (673) | (650) | (1,991) | (1,933) | ||||||||
| Share repurchases | — | (696) | (29) | (2,256) | ||||||||
| Balance at end of period | $ | (11,165) | $ | (13,993) | $ | (11,165) | $ | (13,993) |
(1) Under the two-class method, earnings per share is calculated using net earnings allocable to common shares, which is derived by reducing net earnings by the earnings allocable to participating securities. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were 1,612 million for the three months ended October 31, 2025, and 1,691 million for the three months ended November 1, 2024. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were 5,639 million for the nine months ended October 31, 2025, and 5,818 million for the nine months ended November 1, 2024.
Lowe’s Companies, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
In Millions, Except Percentage Data
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 31, 2025 | November 1, 2024 | October 31, 2025 | November 1, 2024 | |||||||||
| Amount | % Sales | Amount | % Sales | Amount | % Sales | Amount | % Sales | |||||
| Net earnings | $ | 1,616 | 7.77 | $ | 1,695 | 8.41 | $ | 5,654 | 8.61 | $ | 5,833 | 8.96 |
| Cash flow hedges – net of tax | (7) | (0.04) | (3) | (0.02) | (14) | (0.02) | (9) | (0.02) | ||||
| Other | 1 | — | — | — | 1 | — | 1 | — | ||||
| Other comprehensive loss | (6) | (0.04) | (3) | (0.02) | (13) | (0.02) | (8) | (0.02) | ||||
| Comprehensive income | $ | 1,610 | 7.73 | $ | 1,692 | 8.39 | $ | 5,641 | 8.59 | $ | 5,825 | 8.94 |
Lowe’s Companies, Inc.
Consolidated Balance Sheets (Unaudited)
In Millions, Except Par Value Data
| October 31, 2025 | November 1, 2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 621 | $ | 3,271 |
| Short-term investments | 412 | 335 | ||
| Receivables - net | 1,216 | 108 | ||
| Merchandise inventory - net | 17,183 | 17,566 | ||
| Other current assets | 788 | 697 | ||
| Total current assets | 20,220 | 21,977 | ||
| Property, less accumulated depreciation | 18,309 | 17,586 | ||
| Operating lease right-of-use assets | 4,345 | 3,771 | ||
| Long-term investments | 280 | 312 | ||
| Deferred income taxes - net | — | 261 | ||
| Intangible assets - net | 5,994 | 281 | ||
| Goodwill | 3,982 | 311 | ||
| Other assets | 323 | 244 | ||
| Total assets | $ | 53,453 | $ | 44,743 |
| Liabilities and shareholders' deficit | ||||
| Current liabilities: | ||||
| Current maturities of long-term debt | $ | 2,437 | $ | 2,576 |
| Current operating lease liabilities | 691 | 497 | ||
| Accounts payable | 10,236 | 10,602 | ||
| Accrued compensation and employee benefits | 1,023 | 828 | ||
| Deferred revenue | 1,537 | 1,359 | ||
| Other current liabilities | 3,527 | 3,585 | ||
| Total current liabilities | 19,451 | 19,447 | ||
| Long-term debt, excluding current maturities | 37,498 | 32,906 | ||
| Noncurrent operating lease liabilities | 4,070 | 3,741 | ||
| Deferred income taxes - net | 808 | — | ||
| Deferred revenue - Lowe's protection plans | 1,273 | 1,260 | ||
| Other liabilities | 735 | 808 | ||
| Total liabilities | 63,835 | 58,162 | ||
| Shareholders' deficit: | ||||
| Preferred stock, $5 par value: Authorized - 5.0 million shares; Issued and outstanding - none | — | — | ||
| Common stock, $0.50 par value: Authorized - 5.6 billion shares; Issued and outstanding - 561 million and 565 million, respectively | 280 | 282 | ||
| Capital in excess of par value | 228 | — | ||
| Accumulated deficit | (11,165) | (13,993) | ||
| Accumulated other comprehensive income | 275 | 292 | ||
| Total shareholders' deficit | (10,382) | (13,419) | ||
| Total liabilities and shareholders' deficit | $ | 53,453 | $ | 44,743 |
Lowe’s Companies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
In Millions
| Nine Months Ended | ||||
|---|---|---|---|---|
| October 31, 2025 | November 1, 2024 | |||
| Cash flows from operating activities: | ||||
| Net earnings | $ | 5,654 | $ | 5,833 |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||
| Depreciation and amortization | 1,557 | 1,461 | ||
| Noncash lease expense | 405 | 392 | ||
| Deferred income taxes | 24 | (10) | ||
| Loss on property and other assets – net | 45 | 11 | ||
| Gain on sale of business | — | (97) | ||
| Share-based payment expense | 177 | 164 | ||
| Changes in operating assets and liabilities: | ||||
| Merchandise inventory – net | 816 | (672) | ||
| Other operating assets | 26 | 114 | ||
| Accounts payable | 552 | 1,944 | ||
| Other operating liabilities | (959) | (426) | ||
| Net cash provided by operating activities | 8,297 | 8,714 | ||
| Cash flows from investing activities: | ||||
| Purchases of investments | (1,290) | (999) | ||
| Proceeds from sale/maturity of investments | 1,252 | 918 | ||
| Capital expenditures | (1,610) | (1,379) | ||
| Proceeds from sale of property and other long-term assets | 25 | 54 | ||
| Proceeds from sale of business | — | 97 | ||
| Acquisitions of businesses - net | (10,055) | — | ||
| Other – net | (9) | (11) | ||
| Net cash used in investing activities | (11,687) | (1,320) | ||
| Cash flows from financing activities: | ||||
| Net proceeds from issuance of debt | 6,974 | — | ||
| Repayment of debt | (2,568) | (522) | ||
| Proceeds from issuance of common stock under share-based payment plans | 82 | 95 | ||
| Cash dividend payments | (1,963) | (1,916) | ||
| Repurchases of common stock | (211) | (2,681) | ||
| Other – net | (64) | (20) | ||
| Net cash provided by/(used in) financing activities | 2,250 | (5,044) | ||
| Net (decrease)/increase in cash and cash equivalents | (1,140) | 2,350 | ||
| Cash and cash equivalents, beginning of period | 1,761 | 921 | ||
| Cash and cash equivalents, end of period | $ | 621 | $ | 3,271 |
Lowe’s Companies, Inc.
Non-GAAP Financial Measure Reconciliation (Unaudited)
To provide additional transparency, the Company has presented the non-GAAP financial measure of adjusted diluted earnings per share for the three months ended October 31, 2025 and November 1, 2024. This measure excludes the impact of certain items, further described below, not contemplated in Lowe’s Business Outlook to assist analysts and investors in understanding operational performance for the third quarter of fiscal 2025.
Fiscal 2025 Impacts
During fiscal 2025, the Company recognized financial impacts from the following:
•In the third quarter of fiscal 2025, the Company recognized pre-tax expenses of $129 million consisting of transaction costs and intangible asset amortization related to the acquisition of Artisan Design Group and Foundation Building Materials (Acquisition of businesses).
Fiscal 2024 Impacts:
During fiscal 2024, the Company recognized financial impacts from the following:
•In the third quarter of fiscal 2024, the Company recognized pre-tax income of $54 million consisting of a realized gain on the contingent consideration associated with the fiscal 2022 sale of the Canadian retail business (Canadian retail business transaction).
Adjusted diluted earnings per share should not be considered an alternative to, or more meaningful indicator of, the Company’s diluted earnings per share as prepared in accordance with GAAP. The Company’s methods of determining non-GAAP financial measures may differ from the method used by other companies and may not be comparable.
A reconciliation between the Company’s GAAP and non-GAAP financial results is shown below and available on the Company’s website at ir.lowes.com.
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| October 31, 2025 | November 1, 2024 | |||||||
| Adjusted Diluted Earnings Per Share | Pre-Tax Earnings | Tax 1 | Net Earnings | Pre-Tax Earnings | Tax 1 | Net Earnings | ||
| Diluted Earnings Per Share, As Reported | $ | 2.88 | $ | 2.99 | ||||
| Acquisition of businesses | 0.23 | (0.05) | 0.18 | — | — | — | ||
| Canadian retail business transaction | — | — | — | (0.10) | — | (0.10) | ||
| Adjusted Diluted Earnings Per Share | $ | 3.06 | $ | 2.89 |
1 Represents the corresponding tax benefit or expense specifically related to the items excluded from adjusted diluted earnings per share.
exhibit992-10312025
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