LOW

• Comparable sales increased 0.2%, driven by strong Pro, home services, and online sales (up 15.7%).
• Adjusted diluted EPS was $4.40, up 1.6% year-over-year, excluding $96 million in acquisition-related expenses.
• The company paid $673 million in dividends during the quarter.
• Fiscal 2026 outlook updated: total sales of $92.0 billion, comparable sales flat, diluted EPS of approximately $11.75, adjusted diluted EPS of approximately $12.25.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All 12 director nominees were elected, each receiving over 403 million votes for and about 80.2 million broker non-votes.
• The advisory vote on named executive officer compensation for fiscal 2025 passed with 402,276,204 votes for and 20,533,707 against.
• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026 passed with 474,587,395 votes for and 28,990,734 against.
• All three shareholder proposals (independent board chairman, plastic packaging report, customer data risk report) were defeated, each receiving less than 84 million votes for.

5.07 Submission of Matters to a Vote of Security Holders

• Comparable sales increased 0.6%, with online sales up 15.5% and strength in appliances, home services, and Pro sales.
• Diluted EPS was $2.90, compared to $2.92 in Q1 2025; adjusted diluted EPS was $3.03, up 3.8%.
• The company recognized $96 million in pre-tax expenses related to acquisitions of Foundation Building Materials and Artisan Design Group.
• Lowe's affirmed its full-year 2026 outlook: total sales of $92.0 to $94.0 billion, diluted EPS of $11.75 to $12.25, and adjusted diluted EPS of $12.25 to $12.75.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Adjusted diluted EPS of $1.98 increased 2.6% year over year, excluding $149 million in pre-tax acquisition-related expenses.
• Total sales for the quarter were $20.6 billion, up from $18.6 billion, with comparable sales up 1.3%.
• The company issued fiscal 2026 outlook: total sales of $92.0–$94.0 billion, comparable sales flat to up 2%, and diluted EPS of $11.75–$12.25.
• During the quarter, Lowe's paid $673 million in dividends and awarded $125 million in discretionary bonuses to frontline associates.
• As of January 30, 2026, Lowe's operated 1,759 stores with approximately 196 million square feet of retail selling space.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Comparable sales increased 0.4%, driven by 11.4% online sales growth, double-digit growth in home services, and continued growth in Pro sales.
• Net earnings were $1.6 billion, with diluted EPS of $2.88, compared to $2.99 in the third quarter of 2024.
• Adjusted diluted EPS increased 5.9% to $3.06, excluding $129 million in pre-tax expenses related to the acquisitions of Foundation Building Materials and Artisan Design Group.
• The company updated its full-year 2025 outlook: total sales of $86.0 billion, comparable sales flat, adjusted operating margin of 12.1%, and adjusted diluted EPS of approximately $12.25.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The purchase price was $8.8 billion in cash, subject to customary adjustments.
• To finance a portion of the purchase price, Lowe's drew down the entire $2.0 billion unsecured term loan facility under its Term Loan Credit Agreement dated September 16, 2025.
• FBM is a building materials and construction products distributor with over 370 locations across the U.S. and Canada.
• The acquisition is expected to enhance Lowe's Pro customer offering, expand its Pro footprint, and create cross-selling opportunities with Artisan Design Group.

2.01 Completion of Acquisition or Disposition of Assets · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Net proceeds were approximately $4.97 billion after expenses and underwriting discount.
• The notes were issued under an Amended and Restated Indenture dated December 1, 1995, as supplemented by a Twenty-Third Supplemental Indenture dated September 30, 2025, with U.S. Bank Trust Company, National Association as trustee.
• The notes are unsecured and rank equally with existing and future unsecured senior indebtedness; the indenture restricts subsidiary debt issuance but does not restrict Lowe's from incurring additional debt.
• If the previously announced acquisition of Foundation Building Materials, Inc. is not consummated by August 19, 2027, or the purchase agreement is terminated, Lowe's must redeem all notes at 101% of principal plus accrued interest.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The new facilities replace a corresponding amount of commitments under the existing $4 billion 364-day bridge loan facility, leaving up to $5 billion in bridge commitments to be replaced through capital markets transactions before closing.
• Lowe's also entered into a $1.0 billion 364-day unsecured revolving credit facility for general corporate purposes and an amendment to its existing credit agreement to remove the term SOFR credit spread adjustment.
• The credit agreements were made with Bank of America, N.A. as administrative agent or processing agent, along with other lenders, and are filed as exhibits to the 8-K.
• The acquisition of ASP Flag Parent Holdings, Inc. was previously disclosed in a Stock Purchase Agreement dated August 19, 2025.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits