Lowe's Companies, Inc. (LOW) Q2 FY2026 8-K Filings and Company Events

Filings that contain financial statements

Lowe's is a domestic filer, so its audited and interim statements sit in the Form 10-K and Forms 10-Q. Its quarterly earnings releases, furnished as Exhibit 99.1 to a Form 8-K under Item 2.02, nonetheless carry a complete set of unaudited statements, consolidated statements of current earnings and accumulated deficit, comprehensive income, balance sheets, cash flows, and a GAAP-to-non-GAAP reconciliation, and are usually the first public source of those figures, typically about a week ahead of the corresponding 10-Q.

• Accession 0000060667-26-000113 (Form 8-K, August 19, 2026), second quarter of fiscal

2026: earnings for the three and six months ended July 31, 2026 (vs. August 1, 2025), comprehensive income, balance sheets as of July 31, 2026 and August 1, 2025, cash flows for the six months then ended, and the adjusted-EPS reconciliation. Note that the cash flow statement in this release is presented only on a six-month basis.

• Accession 0000060667-26-000062 (Form 8-K, May 20, 2026), first quarter of fiscal 2026:

three months ended May 1, 2026 (vs. May 2, 2025), balance sheets, and three-month cash flows.

• Accession 0000060667-26-000020 (Form 8-K, February 25, 2026), fourth quarter and full

fiscal year ended January 30, 2026 (vs. January 31, 2025), including full-year cash flows and the January 30, 2026 balance sheet.

• Accession 0000060667-25-000203 (Form 8-K, November 19, 2025), third quarter of fiscal

2025: three and nine months ended October 31, 2025, balance sheets, and nine-month cash flows.

• Accession 0000060667-25-000161 (Form 8-K, August 20, 2025), second quarter of fiscal

2025: three and six months ended August 1, 2025, balance sheets, and six-month cash flows.

• Accession 0000060667-25-000091 (Form 8-K, May 21, 2025) and its amendment, **accession

0000060667-25-000094** (Form 8-K/A, May 21, 2025), first quarter of fiscal 2025 (three months ended May 2, 2025). The amendment was filed solely to correct a formatting error in the "Capital in excess of par value" line of the May 2, 2025 balance sheet; the 8-K/A carries the corrected statement and should be used in preference to the original.

• Accession 0000060667-25-000018 (Form 8-K, February 26, 2025), fourth quarter and fiscal

year ended January 31, 2025, with full-year cash flows.

The Pro-distribution acquisition arc and its financing

The dominant event of the past two years is Lowe's build-out of a professional-customer distribution platform, financed with roughly $7 billion of new debt. The pieces connect as follows.

• June 2, 2025, Artisan Design Group (ADG) acquisition completed. Lowe's closed the

purchase of ADG, a nationwide provider of design, distribution and installation services for interior surface finishes (flooring, cabinets, countertops) to homebuilders and property managers, for an aggregate cash purchase price of $1.3 billion. No Current Report on Form 8-K covers this transaction: it is disclosed in the periodic reports, and the closing date and price appear in the acquisitions note to the Form 10-Q for the quarter ended July 31, 2026 (accession 0000060667-26-000117). The purchase price allocation is now finalized.

• **August 19–20, 2025, Foundation Building Materials (FBM) purchase agreement signed

(accession 0000060667-25-000162).** Lowe's entered a Stock Purchase Agreement with ASP Flag Parent Holdings, Inc. and ASP Flag Holdings LP to acquire FBM, a distributor of interior building products (drywall, metal framing, ceiling systems, commercial doors and hardware, insulation) with over 370 locations in the U.S. and Canada, for $8.8 billion in cash. The agreement carried a $370 million reverse termination fee payable by Lowe's in specified circumstances and an outside date of August 19, 2026 subject to two automatic three-month extensions. The accompanying press release put FBM's 2024 pro forma revenue at approximately $6.5 billion and adjusted EBITDA at $635 million, implying a 13.4x multiple net of expected tax benefits of about $300 million. Alongside the agreement Lowe's took a 364-day bridge facility commitment of up to $9 billion from BofA and Goldman Sachs, while stating it did not expect to draw on it and intended to fund the deal with cash, a term loan, a revolver and capital markets issuance.

• September 16, 2025, permanent bank financing put in place (accession 0001193125-25-208264).

Lowe's signed four credit documents: a $2.0 billion five-year unsecured revolving credit agreement replacing its December 2021 facility; a $2.0 billion three-year unsecured term loan to fund part of the purchase price; a $1.0 billion 364-day revolving credit facility for general corporate purposes; and Amendment No. 1 to its September 2023 amended and restated credit agreement, removing the term SOFR credit spread adjustment. The new revolver and term loan replaced a corresponding amount of the bridge commitment, leaving up to $5 billion of bridge commitments outstanding at that point.

• **September 23 / 30, 2025, $5.0 billion of notes issued, retiring the rest of the bridge

(accession 0001193125-25-224995).** Lowe's priced and then issued five series of unsecured notes under an underwriting agreement with BofA Securities, Goldman Sachs and Wells Fargo Securities: $650 million of 3.950% notes due 2027, $750 million of 4.000% notes due 2028, $1.1 billion of 4.250% notes due March 2031, $1.3 billion of 4.500% notes due 2032 and $1.2 billion of 4.850% notes due 2035, for net proceeds of approximately $4.97 billion. The notes were issued under the 1995 base indenture as supplemented by a Twenty-Third Supplemental Indenture and were subject to a special mandatory redemption at 101% had the FBM acquisition not closed by August 19, 2027.

• October 9, 2025, FBM acquisition completed (accession 0000060667-25-000199). Lowe's

closed the FBM purchase, paying $8.8 billion in cash subject to customary adjustments, and drew the entire $2.0 billion term loan facility on the same day to fund part of the price. The deal is closed, not pending; the acquisitions note to the July 31, 2026 Form 10-Q confirms completion on that date, with only income-tax items and residual goodwill still preliminary.

Effect on the reported balance sheet: goodwill rose from $311 million at January 31, 2025 to $3.9 billion, and net intangible assets from $277 million to $5.9 billion, by the January 30, 2026 year end. Full-year fiscal 2025 investing cash flows show $10.1 billion paid for acquisitions of businesses, funded by $7.0 billion of net debt issuance. The two businesses are reported outside the retail segment: FBM's Ceilings and Wall Systems and Commercial Doors and Hardware operating segments, and ADG's Interior Finishes operating segment, are presented in "Other". Lowe's consolidates FBM and ADG on a one-month lag.

No further acquisition has been signed or announced since FBM closed. The acquisitions note in the Form 10-Q for the quarter ended July 31, 2026 states that all other acquisitions completed in fiscal 2026 and fiscal 2025 were immaterial individually and in the aggregate, and none of the Current Reports filed through August 2026 and reviewed here discloses a new pending transaction.

Results and guidance

• **August 19, 2026, second quarter fiscal 2026 results; full-year outlook trimmed

(accession 0000060667-26-000113).** Net sales of $26.0 billion (up from $24.0 billion), comparable sales up 0.2%, net earnings of $2.4 billion and diluted EPS of $4.27, flat against the prior-year quarter; adjusted diluted EPS of $4.40, up 1.6%, excluding $96 million of pre-tax intangible amortization from the FBM and ADG acquisitions. Management narrowed the fiscal 2026 outlook to the low end of the prior ranges: total sales of $92.0 billion (from $92.0–94.0 billion), comparable sales flat (from flat to up 2%), operating margin of 11.2% (from 11.2–11.4%), adjusted operating margin of 11.6% (from 11.6–11.8%), diluted EPS of about $11.75 (from $11.75–12.25) and adjusted diluted EPS of about $12.25 (from $12.25–12.75). Net interest expense of about $1.6 billion, a 24.5% tax rate and capital expenditures of up to $2.5 billion were retained. This was the fifth consecutive quarter of positive comparable sales, with Pro, home services and 15.7% online growth offsetting DIY weakness.

• **May 20, 2026, first quarter fiscal 2026 results; outlook affirmed

(accession 0000060667-26-000062).** Sales of $23.1 billion against $20.9 billion, comparable sales up 0.6%, diluted EPS of $2.90 versus $2.92, adjusted diluted EPS of $3.03. The full-year outlook introduced in February was affirmed.

• **February 25, 2026, fourth quarter and fiscal 2025 results; fiscal 2026 outlook introduced

(accession 0000060667-26-000020).** Full-year sales of $86.3 billion and diluted EPS of $11.85, against $83.7 billion and $12.23 in fiscal 2024. Fourth-quarter diluted EPS of $1.78 included $149 million of pre-tax acquisition-related expense; adjusted diluted EPS of $1.98. The company awarded $125 million in discretionary bonuses to frontline associates in the quarter. Initial fiscal 2026 guidance was sales of $92.0–94.0 billion (up 7–9%), comparable sales flat to up 2%, and adjusted diluted EPS of $12.25–12.75.

• **November 19, 2025, third quarter fiscal 2025 results; fiscal 2025 outlook raised on sales

and cut on margin (accession 0000060667-25-000203).** Sales of $20.8 billion, comparable sales up 0.4%, diluted EPS of $2.88 and adjusted diluted EPS of $3.06. Full-year sales guidance was lifted to $86.0 billion from $84.5–85.5 billion to bring in FBM, while adjusted operating margin was reduced to 12.1% from 12.2–12.3%, net interest expense raised to about $1.4 billion from $1.3 billion, and adjusted diluted EPS set at about $12.25 against a prior $12.20–12.45.

• December 11, 2024, analyst and investor conference (accession 0000060667-24-000175).

Lowe's affirmed its full-year 2024 outlook and gave scenario-planning detail for 2025 rather than formal guidance.

Tariff refunds

In February 2026 the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act were unauthorized, and U.S. Customs and Border Protection opened a refund-request platform effective April 20, 2026. Lowe's accounts for the refunds as a contingent gain and recognizes them only when realized. It recognized approximately $80 million of IEEPA tariff refunds in the second quarter of fiscal 2026, worth $0.11 of the quarter's $4.27 diluted EPS, and its fiscal 2026 outlook includes that amount but excludes any further refunds in the second half. The recognition is disclosed in the August 19, 2026 earnings release (accession 0000060667-26-000113) and quantified in the Form 10-Q for the quarter ended July 31, 2026 (accession 0000060667-26-000117); the company notes that the amount and timing of future collections remain uncertain.

Legal

• July 8, 2026, EPA lead-paint consent decree approved and final. The U.S. Attorney's

Office for the Central District of California and the EPA's Region 9 office had been investigating whether Lowe's and the independent contractors in its third-party installer program met recordkeeping and lead-safe requirements under the Toxic Substances Control Act and the EPA's Lead Renovation, Repair and Painting Rules, and complied with a 2014 EPA civil consent decree, in projects at homes built before 1978. On November 25, 2025 Lowe's agreed, without admitting liability, to settle by paying a $12.5 million civil penalty and entering a second consent decree replacing the 2014 one. That decree was lodged with the U.S. District Court for the Central District of California and approved by the court on July 8, 2026 after a public comment period; it is now final. No Current Report on Form 8-K covers this matter, it is disclosed in Part II, Item 1 (Legal Proceedings) of the Form 10-Q for the quarter ended July 31, 2026 (accession 0000060667-26-000117).

Capital returns

Dividends have continued to rise, $1.25 per share in the second quarter of fiscal 2026 against $1.20 a year earlier, with $673 million paid in the quarter and $1,346 million in the first six months. Share repurchases, which were essentially suspended through fiscal 2025 while the acquisitions were funded ($211 million for the full year, against $4.1 billion in fiscal 2024), resumed in the first quarter of fiscal 2026. On a settlement-date basis, the company paid $366 million for all share repurchases (program purchases plus shares withheld from employees) in the first six months; on a trade-date basis, Note 10 reports $302 million of shares bought under the program over the same six months, all of it in the first quarter. No shares at all were purchased under the program in the second quarter, that quarter's repurchases were only shares withheld from employees for tax and option-exercise obligations. At July 31, 2026, $10.5 billion remained available under the board authorization, which has no expiration date. These figures are drawn from the earnings releases cited above and the Form 10-Q for the quarter ended July 31, 2026 (accession 0000060667-26-000117).

Governance

• May 29, 2026, annual meeting (accession 0000060667-26-000091). All twelve director

nominees were elected, executive compensation was approved on an advisory basis, and Deloitte & Touche LLP was ratified as auditor for fiscal 2026. Three shareholder proposals, an independent board chairman, a plastic-packaging-footprint report, and a report on risks of sharing customer data with third parties, were each defeated by wide margins, drawing roughly 20%, 18% and 9% of votes cast for and against, respectively.

• May 30, 2025, annual meeting (accession 0000060667-25-000131). The same twelve directors

were elected, say-on-pay passed, and Deloitte & Touche LLP was ratified for fiscal 2025. No shareholder proposals were voted on.

Across the Current Reports reviewed above, those filed from December 2024 through August 2026, none discloses a change of chief executive, chief financial officer or auditor, a restructuring or impairment charge, a going-concern or covenant issue, or a stock split. The two legal and regulatory developments of the period, the IEEPA tariff refunds and the EPA lead-paint consent decree, were never the subject of a Current Report devoted to them: the refunds surfaced first in the quarterly earnings release furnished as an 8-K exhibit and were then quantified in the 10-Q, while the consent decree appeared only in the 10-Q's legal proceedings. Both are described above.