DEF 14A of Lowes Companies Inc, Apr 16, 2026

DEF 14A of Lowes Companies Inc

Filed Apr 16, 2026 · FY20250000060667-26-000056

Open on EDGAR

  1. director nominees in proposal 1 and a vote “FOR” proposals 2 and 3 and a vote

    director nominees in proposal 1 and a vote “FOR” proposals 2 and 3 and a vote

  2. Long-Term

    Long-Term 58%

  3. Long-Term

    Long-Term 7%

  4. Compensation Best Practices

    | Pay for Performance | Compensation Policies | What We Don’t Do | | Target the majority of NEO compensation to be performance-based, at-risk and long-term oriented Operating income and sales metrics are equally weighted in annual incentive plan to promote profitable growth Pro sales growth and inventory turnover metrics in annual incentive plan represent key operational priorities for the business Relative total shareholder return modifier included in performance share unit payouts to reinforce the importance of aligning pay with shareholder outcomes ROIC metric is aligned with creating long-term value for shareholders | Robust stock ownership guidelines for senior officers and non-employee directors Robust clawback policies applicable to cash and equity incentive-based compensation of senior executives if there is a financial restatement or if senior executives engage in misconduct Prohibition on hedging and pledging of Company common stock by our executives and directors Annual assessment of peer group composition, compensation-related risks and design of incentive plans | Provide single-trigger severance payments or vesting or tax gross-ups following change-in-control Provide an evergreen provision in our long-term incentive plan Provide employment agreements to executives Reprice or exchange underwater stock options without shareholder approval Provide excessive perquisites |

  5. Director Nominees’ Skills, Backgrounds and Expertise

    Director Nominees’ Skills, Backgrounds and Expertise Each of our director nominees has substantial leadership experience as a senior executive or director of a public company, providing them with deep corporate governance expertise and insights, and the human capital management experience needed to oversee our workforce as we strive to become the employer of choice in retail. Key qualifications and attributes of our director nominees relevant to our strategic objectives reflect their perspectives, skills and professional experience, and include:

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | | | Raul Alvarez | 70 | | | | | | Director Since: 2010 Lowe’s Board Committees: •Compensation, Chair •Technology | Current Public Company Directorships: •Eli Lilly and Company •First Watch Restaurant Group, Inc. •Traeger, Inc. | Previous Public Company Boards: •Dunkin’ Brands Group, Inc. (2012–2020) | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Mr. Alvarez brings to the Lowe’s Board more than 40 years of experience in the retail industry, as well as extensive executive leadership experience in managing some of the world’s best known brands. As a senior executive of the leading global foodservice retailer and other global restaurant businesses, he developed in-depth knowledge of consumer marketing, brand management, supply chain management and strategic planning. Mr. Alvarez also has a strong background in capital investment and financial analysis through his role as an Operating Partner at a global private equity firm. He brings extensive corporate governance experience through his service as a director on other public and private company boards and is an experienced people leader with valuable perspectives on talent development topics. Mr. Alvarez also provides deep institutional knowledge of Lowe’s through his service as a director on the Board since 2010. | | Career Highlights: •2017–present Operating Partner of Advent International Corporation, a global private equity firm •2013–2018 Executive Chairman of Skylark Co., Ltd., a leading restaurant operator in Japan •2006–2009 President and Chief Operating Officer of McDonald’s Corporation, a leading global foodservice retailer •1994–2006 Variety of leadership positions at McDonald’s Corporation, including President of McDonald’s North America and President of McDonald’s USA •Prior to 1994 Variety of leadership positions at Wendy’s International Inc. and Burger King Corporation | | | Retail Industry | | | | | | Marketing/Brand Management | | | | | | Supply Chain Management | | | | | | CEO Experience | | | | | | Investment Management/ Financial Analysis | | | |

  8. Director Nominees

    | | | Scott H. Baxter | 61 | | | | | | Director Since: 2022 Lowe’s Board Committees: •Compensation •Sustainability •Technology | Current Public Company Directorships: •Kontoor Brands, Inc. | Previous Public Company Boards: •Topgolf Callaway Brands Corp. (2019–2023) | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Mr. Baxter brings to the Lowe’s Board extensive executive leadership experience in the retail industry as well as expertise in marketing and brand management and developing digital growth strategies in support of an omnichannel customer experience. He has a strong background in a number of important areas, including operations, sales and strategic planning. Through his leadership positions, including as Chief Executive Officer, at leading global apparel companies, Mr. Baxter brings deep knowledge of large-scale supply chain functions, including sourcing, manufacturing and logistics, and background in overseeing sustainability strategies designed to advance customer loyalty, including responsible sourcing efforts. Mr. Baxter is skilled in human capital matters and brings to the Board valuable insights on talent management and development. | | Career Highlights: •August 2021–present President, Chief Executive Officer and Chair of the Board of Kontoor Brands, Inc., a global lifestyle apparel company •August 2018–August 2021 President and Chief Executive Officer of Kontoor following announcement by VF Corporation, one of the world’s largest apparel, footwear and accessories companies, of its intention to separate its jeanswear organization into an independent, publicly traded company •January 2018–August 2018 Group President, Americas West at VF Corporation •2007–2017 Variety of leadership positions at VF Corporation, including Group President, Outdoor & Action Sports, Americas; Vice President, VF Corporation & Group President, Jeanswear, Imagewear and South America; and President of the Licensed Sports Group •Prior to 2007 Senior Vice President, Services division at The Home Depot, Inc. and leadership roles at Edward Don & Company, PepsiCo and Nestle | | | Retail Industry | | | | | | Marketing/Brand Management | | | | | | Digital/E- Commerce | | | | | | Supply Chain Management | | | | | | Sustainability | | | | | | CEO Experience | | | |

  9. Director Nominees

    | 2026 Proxy Statement | | | | 19 |

  10. Director Nominees

    | | | Sandra B. Cochran | 67 | | | | | | Director Since: 2016 Lowe’s Board Committees: •Audit, Chair •Sustainability | Current Public Company Directorships: •Signet Jewelers Limited •Six Flags Entertainment Corporation | Previous Public Company Boards: •Cracker Barrel Old Country Store, Inc. (2011–2024) •Dollar General Corporation (2012–2020) | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Ms. Cochran brings to Lowe’s Board more than 30 years of retail experience as well as expertise in a number of important areas, including marketing, brand management and strategic planning. Ms. Cochran has significant executive-level financial analysis and accounting experience, which she developed while serving in multiple leadership finance positions, including as Chief Financial Officer of both Cracker Barrel Old Country Store, Inc. and Books-A-Million, Inc. In her tenure as Chief Executive Officer, Ms. Cochran oversaw Cracker Barrel’s expansion of online ordering, delivery services and retail e- commerce platform, and through that experience provides valuable knowledge and perspectives on omnichannel and digital platform growth. She also brings experience in overseeing strategies designed to drive long-term value creation, including integrating sustainable practices into supply chain management. | | Career Highlights: •November 2023–February 2024 Executive Chair of Cracker Barrel Old Country Store, Inc., a restaurant and retail concept with locations throughout the United States •2011–October 2023 President and Chief Executive Officer of Cracker Barrel •2010–2011 President and Chief Operating Officer of Cracker Barrel •2009–2010 Executive Vice President and Chief Financial Officer of Cracker Barrel •2004 to 2009 Chief Executive Officer of Books-A-Million, Inc., a book retailer in the southeast United States •1992 to 2004 Variety of leadership positions at Books-A-Million, including President, Chief Financial Officer and Vice President of Finance | | | Retail Industry | | | | | | Marketing/Brand Management | | | | | | Digital/E- Commerce | | | | | | Supply Chain Management | | | | | | Sustainability | | | | | | CEO Experience | | | | | | Public Company CFO/Accounting Experience | | | | | | Investment Management/ Financial Analysis | | | |

  11. Director Nominees

    | | | Laurie Z. Douglas | 62 | | | | | Director Since: 2015 Lowe’s Board Committees: •Audit •Technology, Chair | | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Ms. Douglas brings to Lowe’s Board many years of setting the enterprise technology, digital and security visions and driving the related implementations for two Fortune 500 companies. Ms. Douglas’ expertise spans broad IT disciplines, including application development and infrastructure, digital and mobile, omnichannel, cybersecurity, data protection, risk management and regulatory compliance. Ms. Douglas is a highly respected technology leader in the retail industry focused on driving shareholder value with technology solutions that foster premier customer service, operational excellence and profitable growth. Ms. Douglas has financial management responsibility for IT investments and is skilled in financial strategy planning and analysis. Ms. Douglas also has relevant experience with emerging technologies, which provides for effective oversight as technology changes at an unprecedented rate. Additionally, Ms. Douglas is skilled in the area of human capital management, having been responsible for the hiring, training and retention of technology and digital teams. | Career Highlights: •2019–present Senior Vice President, Chief Information Officer and Chief Digital Officer of Publix Super Markets, Inc., an operator of retail food and pharmacy in the southeast United States •2006–2018 Senior Vice President, Chief Information Officer and Chief Security Officer of Publix Super Markets •2004–2005 Senior Vice President and Chief Information Officer of FedEx Kinko’s Office and Print Services, Inc. •2003–2004 Senior Vice President and Chief Information Officer of Kinko’s, Inc. | | | Retail Industry | | | | | Digital/E- Commerce | | | | | Regulatory/Risk Management | | | | | Cybersecurity/ Data Protection | | | | | Investment Management/ Financial Analysis | | |

  12. Director Nominees

    | | | | 20 | |

  13. Director Nominees

    | | | Richard W. Dreiling | 72 | | | | | | Director Since: 2012 Lead Independent Director Lowe’s Board Committees: •Nominating and Governance, Chair | Current Public Company Directorships: •Aramark Corporation | Previous Public Company Boards: •Dollar Tree, Inc. (2022–2024) •Kellogg Company (2016–2023) •PulteGroup, Inc. (2015–2022) •Aramark Corporation (2016–2022) | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Mr. Dreiling brings to Lowe’s Board more than 50 years of retail industry experience at all operating levels, including as Chief Executive Officer, and a unique perspective as a result of his experience progressing through the ranks within various retail companies. Over the course of his career, Mr. Dreiling has developed deep insight into all key areas of a retail business as a result of his experience overseeing the operations, marketing, manufacturing and distribution functions of a number of retail companies. Mr. Dreiling also has strong business development expertise in expanding the footprint and offerings provided by several retailers into new regions. Mr. Dreiling provides deep institutional knowledge of Lowe’s through his service as a director on the Board since 2012. | | Career Highlights: •January 2023–November 2024 Chairman and Chief Executive Officer of Dollar Tree, Inc., a leading operator of discount variety stores •March 2022–January 2023 Executive Chairman of Dollar Tree •2015–2016 Chairman of Dollar General Corporation, one of the nation’s largest discount retailers •2008–2015 Chief Executive Officer and Chairman of Dollar General •2007 to 2008 President, Chief Executive Officer and Chairman of Duane Reade Holdings, Inc. and Duane Reade Inc., an operator of a chain of retail drug stores in New York City •2005 to 2007 President and Chief Executive Officer of Duane Reade Holdings, Inc. and Duane Reade Inc. •Prior to 2005 Variety of senior leadership positions at Longs Drug Stores Corporation, Safeway, Inc. and Vons Co Inc. | | | Retail Industry | | | | | | Marketing/Brand Management | | | | | | Supply Chain Management | | | | | | CEO Experience | | | |

  14. Director Nominees

    | | | Marvin R. Ellison | 61 | | | | | | Director Since: 2018 Chairman of the Board | Current Public Company Directorships: •FedEx Corporation | | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Mr. Ellison has more than 35 years of leadership and operational experience in the retail industry, including expertise in managing a large network of stores and employees as well as global logistics networks. He brings extensive experience in the home improvement industry, having spent 12 years in senior-level operations roles with The Home Depot, where he oversaw U.S. sales, operations, installation services, tool rental and Pro strategic initiatives, and improved customer service and efficiency across the organization to serve both DIY and Pro customers. Mr. Ellison is also skilled in shaping compelling brand strategies to enhance customer engagement and driving digital transformation and e-commerce growth initiatives in support of an omnichannel customer experience. | | Career Highlights: •May 2021–present Chairman, President and Chief Executive Officer of Lowe’s •2018–May 2021 President and Chief Executive Officer of Lowe’s •2016–2018 Chairman of the Board and Chief Executive Officer of J. C. Penney Company, Inc., a department store retailer •2015–2016 Chief Executive Officer of J. C. Penney Company •2014–2015 President of J. C. Penney Company •2002–2014 Variety of leadership positions at The Home Depot Inc., a home improvement retailer, including Executive Vice President– U.S. Stores; President–Northern Division; Senior Vice President–Logistics; Vice President–Logistics; and Vice President–Loss Prevention •1987–2002 Variety of operational roles with Target Corporation | | | Retail Industry | | | | | | Marketing/Brand Management | | | | | | Digital/E- Commerce | | | | | | Supply Chain Management | | | | | | CEO Experience | | | |

  15. Director Nominees

    | 2026 Proxy Statement | | | | 21 |

  16. Director Nominees

    | | | Navdeep Gupta | 53 | | | | | Director Since: 2024 Lowe’s Board Committees: •Compensation •Technology | | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Mr. Gupta brings extensive retail finance and management experience to the Lowe’s Board. Over the course of his career, Mr. Gupta has developed deep insight into the complex financial and strategic issues facing large public retail companies, and he provides valuable perspectives in the areas of financial strategy planning and analysis, capital allocation, risk management and accounting. In his role as Chief Financial Officer at DICK’S, Mr. Gupta also oversees GameChanger, a live streaming, scoring and statistic mobile app for youth sports, and brings to the Lowe’s Board experience in digital platforms and technology. | Career Highlights: •2021–present Executive Vice President, Chief Financial Officer of DICK’S Sporting Goods, Inc., a leading omnichannel sporting goods retailer •2017–2021 Senior Vice President, Chief Accounting Officer of DICK’S •2006–2017 Variety of senior leadership positions at Advance Auto Parts, Inc., a leading retailer of automotive replacement parts and accessories, including Senior Vice President, Finance; Chief Audit Executive; and Vice President, Finance and Treasurer •2003–2006 Management roles at Sprint Nextel Corporation •1993–2000 Lieutenant in the Indian Navy | | | Retail Industry | | | | | Digital/E- Commerce | | | | | Public Company CFO/Accounting Experience | | | | | Regulatory/Risk Management | | | | | Investment Management/ Financial Analysis | | |

  17. Director Nominees

    | | | Brian C. Rogers | 70 | | | | | | Director Since: 2018 Lowe’s Board Committees: •Audit •Nominating and Governance •Technology | Current Public Company Directorships: •RTX Corporation | | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Through his extensive investment and management roles, including as Chief Investment Officer and Chairman of T. Rowe Price, Mr. Rogers brings to the Lowe’s Board extensive financial, investment and risk management expertise. In addition, his experience at T. Rowe Price, including as portfolio manager of one of the firm’s largest funds, The T. Rowe Price Equity Income Fund, from its inception until 2015, provides our Board valuable insights into the views of institutional investors and perspectives on Company performance and opportunities. Mr. Rogers also has deep experience in strategies designed to drive sustainable long- term value creation, including overseeing the integration of sustainability factors into investment decisions. | | Career Highlights: •2017–2019 Non-Executive Chairman of T. Rowe Price Group, Inc., a global investment management organization •2007–2017 Chairman of T. Rowe Price Group •2004–2017 Chief Investment Officer of T. Rowe Price Group •1982–2004 Variety of senior leadership positions at T. Rowe Price Group •Prior to 1982 Employed at Bankers Trust Company | | | Sustainability | | | | | | CEO Experience | | | | | | Regulatory/Risk Management | | | | | | Investment Management/ Financial Analysis | | | |

  18. Director Nominees

    | | | | 22 | |

  19. Director Nominees

    | | | Bertram L. Scott | 75 | | | | | | Director Since: 2015 Lowe’s Board Committees: •Audit •Nominating and Governance | Current Public Company Directorships: •Becton, Dickinson and Company •Dollar Tree, Inc. •Equitable Holdings, Inc. | Previous Public Company Boards: •AllianceBernstein Holding L.P. (2020–2022) | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Mr. Scott has served in a variety of senior leadership positions in organizations that are in highly regulated industries and brings valuable experience to Lowe’s Board in the areas of development and implementation of strategy and risk management. Mr. Scott also brings significant experience and responsibility in the areas of sales and marketing in his roles as Executive Vice President and Chief Institutional Development and Sales Officer of TIAA-CREF and President and Chief Executive Officer of TIAA-CREF Life Insurance Company. Through his extensive experience as a board member of several public companies in a variety of industries, including retail, Mr. Scott provides valuable perspectives on corporate governance and supports the Lowe’s Board with deep knowledge of the financial and strategic issues facing large retail companies. He also brings a strong background in financial analysis and accounting oversight, including through his service as the Lowe’s Audit Committee Chair from 2019 to 2024. | | Career Highlights: •2015–2019 Senior Vice President of Population Health and Value Based Care at Novant Health, a leading healthcare provider •2012–2014 President and Chief Executive Officer of Affinity Health Plan, a provider of New York State-sponsored health coverage •2010–2011 President, U.S. Commercial of CIGNA Corporation, a global health services organization •2000–2010 Executive Vice President and Chief Institutional Development and Sales Officer of TIAA-CREF •2000–2007 President and Chief Executive Officer of TIAA-CREF Life Insurance Company | | | Retail Industry | | | | | | Marketing/Brand Management | | | | | | CEO Experience | | | | | | Public Company CFO/Accounting Experience | | | | | | Regulatory/Risk Management | | | | | | Investment Management/ Financial Analysis | | | |

  20. Director Nominees

    | | | Lawrence Simkins | 64 | | | | | Director Since: 2024 Lowe’s Board Committees: •Nominating and Governance •Sustainability | Previous Public Company Boards: •Atlas Corp. (2019–2023) •Seaspan Corporation (2017–2020) | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Mr. Simkins has more than 30 years of leadership and operational management experience. As Chief Executive Officer of The Washington Companies, Mr. Simkins led multiple operating companies in a variety of highly-regulated sectors and provides in-depth knowledge into the key areas of strategic business development, risk management, safety and supply chain management. In addition to extensive investment management, financial analysis and accounting expertise, Mr. Simkins brings valuable perspectives on corporate governance through his past service as a member of the board of each individual Washington company where he provided enterprise-wide leadership and strategic direction. His background also provides insights into overseeing sustainability strategies designed to drive long-term value creation and responsible business practices across industrial and natural resource sectors. | Career Highlights: •2001–2022 President and Chief Executive Officer of The Washington Companies, a group of privately owned companies and select public company investments in the sectors of rail and marine transportation, shipyards, mining, environmental construction, heavy equipment sales and aviation products •1988–2001 Variety of senior leadership roles at The Washington Companies, including Executive Vice President; President of Westran, Inc., a long haul trucking company; Controller of Washington Construction, an engineering and construction services company; Vice President of Envirocon, Inc., an environmental remediation company; and Internal Auditor of The Washington Companies •1985–1988 Bank Examiner at the Federal Reserve Bank of Minneapolis | | | Supply Chain Management | | | | | Sustainability | | | | | CEO Experience | | | | | Regulatory/Risk Management | | | | | Investment Management/ Financial Analysis | | |

  21. Director Nominees

    | 2026 Proxy Statement | | | | 23 |

  22. Director Nominees

    | | | Colleen Taylor | 58 | | | | | Director Since: 2022 Lowe’s Board Committees: •Audit •Sustainability •Technology | Previous Public Company Boards: •Bill.com Holdings, Inc. (2020–2022) | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Ms. Taylor brings to the Lowe’s Board many years of senior leadership experience in the highly-regulated financial services industry with expertise in merchant services, banking and payments as well as a strong background in a number of other important areas, including risk management, strategic planning, investment management, financial analysis and brand management. As an experienced payments executive, she has been the accountable executive for technology and e-commerce capabilities delivered to some of the world’s largest merchants and has gained a deep understanding of the key operational and financial issues facing large retailers. In her roles, Ms. Taylor has been responsible for technology risk management, the development of complex enterprise technology roadmaps and cybersecurity oversight. Additionally, Ms. Taylor is a highly experienced people leader and has led large global sales, product management and operations teams. | Career Highlights: •2020–March 2026 President, U.S. Merchant Services at American Express Company, a diversified financial services company •2019–2020 Executive Vice President, Merchant Services at Wells Fargo & Company, a banking and financial services company •2017–2019 Executive Vice President, New Payments at Mastercard Incorporated, a technology company in the global payments industry •2009–2017 Variety of leadership positions at Capital One Financial Corporation, a diversified financial services holding company, including Executive Vice President, Head of Treasury Management, Merchant Services and Enterprise Payments | | | Retail Industry | | | | | Marketing/Brand Management | | | | | Digital/E- Commerce | | | | | Regulatory/Risk Management | | | | | Cybersecurity/ Data Protection | | | | | Investment Management/ Financial Analysis | | |

  23. Director Nominees

    | | | Mary Beth West | 63 | | | | | | Director Since: 2021 Lowe’s Board Committees: •Compensation •Sustainability, Chair | Current Public Company Directorships: •Albertsons Companies, Inc. •Hasbro, Inc. | | | Key Skills | | Specific Experience, Qualifications, and Attributes Relevant to Lowe’s Ms. West brings to the Lowe’s Board extensive executive leadership experience in marketing and building some of the world’s most iconic brands. Ms. West has a strong background in developing compelling retail and sales experiences as well as managing large teams and possesses expertise in a number of important areas, including strategic and operational planning and execution. Throughout her career, Ms. West has played a key oversight role in the integration of sustainability principles into brand and corporate growth strategies to advance customer loyalty. In addition, Ms. West brings deep experience in developing digital and omnichannel growth strategies for complex consumer-brand and retail organizations using insights, analytics, innovation and research and development. Through her prior roles, Ms. West offers the Lowe’s Board valuable perspectives in the areas of investment management, financial planning and capital allocation. | | Career Highlights: •2017–2020 Senior Vice President, Chief Growth Officer of The Hershey Company, a global confectionary manufacturer and marketer •2015–2017 Executive Vice President, Chief Customer and Marketing Officer of J. C. Penney Company, Inc., a department store retailer •2012–2015 Executive Vice President, Chief Category and Marketing Officer of Mondelez International, Inc., one of the world’s largest snack companies •2007–2012 Chief Marketing Officer of Kraft Foods, Inc. •1986–2007 Variety of other general management and marketing roles at Kraft Foods, Inc. | | | Retail Industry | | | | | | Marketing/Brand Management | | | | | | Digital/E- Commerce | | | | | | Sustainability | | | | | | Investment Management/ Financial Analysis | | | |

  24. Director Nominees

    | | | | 24 | |

  25. Director Independence

    The Company’s Corporate Governance Guidelines provide that, in accordance with Lowe’s long-standing policy and the applicable rules of the New York Stock Exchange (the “NYSE”), a substantial majority of the members of the Board must qualify as independent directors. The rules and regulations of the NYSE (the “NYSE rules”) provide that a director does not qualify as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The NYSE rules recommend that a board of directors consider all of the relevant facts and circumstances in determining the materiality of a director’s relationship with a company. The Board has adopted Categorical Standards for Determination of Director Independence (the “Categorical Standards”), which incorporate the independence standards of the NYSE rules, to assist the Board in determining whether a particular relationship a director has with the Company is a material relationship that would impair the director’s independence. The Categorical Standards establish thresholds at which directors’ relationships with the Company are deemed to be not material and, therefore, shall not disqualify any director or director nominee from being considered “independent.” The Categorical Standards are contained in our Corporate Governance Guidelines and are available on the Company’s website at ir.lowes.com. The Board, with the assistance of the Nominating and Governance Committee, conducted an evaluation of director independence based on the Categorical Standards, NYSE rules and SEC rules and regulations (the “SEC rules”). The Board considered all relevant transactions, relationships or arrangements between each director or director nominee (and such individual’s immediate family members and affiliates) and each of Lowe’s, its management and its independent registered public accounting firm in each of the most recent three completed fiscal years. In determining the independence of each director or director nominee, the Board considered and deemed immaterial to such individual’s independence transactions involving the purchase or sale of products and services in the ordinary course of business between the Company, on the one hand, and, on the other, companies or organizations at which some of our directors or their immediate family members were officers, employees or directors in each of the most recent three completed fiscal years. In each case, the amount paid to or received from these companies or organizations was well below 2% of total revenue of such companies or organizations and consequently below the threshold set forth in our Categorical Standards. With respect to Mr. Scott, the Board considered that his son commenced employment with the Company in a non-officer, non-strategic position in February 2024, and does not receive greater than $120,000 in annual compensation. Mr. Scott has no role in setting his son’s compensation, performance evaluations, or any other aspects of his employment. Mr. Scott’s son’s compensation is on terms that are comparable to the terms available to similarly situated employees.

  26. Compensation of Directors

    Compensation of Directors

  27. Compensation of Directors

    | 2025 Director Compensation |

  28. 2025 Annual Compensation

    | Lead Independent Director Compensation ($) | | | •Additional Annual Retainer | $100,000 |

  29. Compensation Philosophy

    Compensation Philosophy The Compensation Committee reviews director compensation annually with the advice of its independent compensation consultant and recommends changes to the Board for approval. The Compensation Committee assesses director compensation to align with Board and committee requirements and for market competitiveness against the Company’s Peer Group as described in the “Compensation Market Data and Peer Group” section of this Proxy Statement and other large general industry companies. When reviewing director compensation for fiscal 2025, the Compensation Committee’s independent compensation consultant advised that director pay levels were aligned with the median of the Company’s Peer Group and pay practices align with market but recommended an increase of $15,000 to the annual deferred stock unit equity award for non-employee directors in recognition of expected market movement. The Board, upon recommendation of the Compensation Committee, approved annual deferred stock unit equity award for non-employee directors set at $215,000 and annual retainers for the Chairs of the Audit and Compensation Committees set at $30,000 and $25,000, respectively, to align with the scope of responsibilities and activity level of the role. Lowe’s philosophy on compensating directors who are not employees (“non-employee directors”) is to use a mix of cash and equity that will align the interests of our directors with the long-term interests of Lowe’s shareholders and compensate our directors fairly and competitively for the obligations and responsibilities of serving as a director at a company of Lowe’s size and scope. To implement this philosophy, we target a split of one-third cash and two-thirds equity, with total target compensation at the median of the Company’s Peer Group. A director who is an employee of the Company receives no additional compensation for his or her services as a director. A non-employee director receives compensation for his or her services as described in the following paragraphs. All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings, conducting store visits and fulfilling other activities in their role as directors.

  30. Fiscal 2025 Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Raul Alvarez | 125,000 | 225,730 | — | 350,730 | | David H. Batchelder | 50,000 | — | 59,180 | 109,180 | | Scott H. Baxter | 100,000 | 225,730 | — | 325,730 | | Sandra B. Cochran | 130,000 | 225,730 | — | 355,730 | | Laurie Z. Douglas | 120,000 | 225,730 | — | 345,730 | | Richard W. Dreiling | 220,000 | 225,730 | — | 445,730 | | Navdeep Gupta | 100,000 | 225,730 | — | 325,730 | | Brian C. Rogers | 100,000 | 225,730 | — | 325,730 | | Bertram L. Scott | 100,000 | 225,730 | — | 325,730 | | Lawrence Simkins | 100,000 | 225,730 | 10,000 | 335,730 | | Colleen Taylor | 100,000 | 225,730 | 10,000 | 335,730 | | Mary Beth West | 120,000 | 225,730 | — | 345,730 |

  31. Board Committees

    | | I. Executive Summary | 42 | | Fiscal 2025 Financial Highlights and Incentive Program Outcomes | | 42 | | Compensation Philosophy and Objectives | | 43 | | Fiscal 2025 Executive Compensation Overview | | 44 | | 2025 Compensation Program Components | | 44 | | How Our Executive Compensation is Tied to Performance | | 45 | | Annual Say-on-Pay Vote | | 46 | | Shareholder Engagement | | 46 | | Committed to Strong Compensation Governance Practices | | 47 | | | II. Compensation Elements | 48 | | | III. Compensation Decision-Making Process | 50 | | Compensation Market Data and Peer Group | | 51 |

  32. Board Committees

    | | IV. Fiscal 2025 Compensation Actions | 52 | | Base Salary Adjustments | | 52 | | Annual Incentive Awards | | 52 | | Long-Term Equity Awards | | 56 | | Benefit Restoration Plan | | 58 | | Severance and Change-in-Control Arrangements | | 58 | | Perquisites | | 58 | | | V. Other Compensation Policies | 58 | | Compensation Risk Assessment | | 58 | | Stock Ownership Guidelines | | 59 | | Clawback of Incentive Compensation | | 59 | | Equity Award Grant Practices | | 60 | | Trading in Company Securities | | 60 | | | VI. Compensation Committee Report | 60 |

  33. We seek to generate long-term sustainable shareholder value by driving operational excellence

    We seek to generate long-term sustainable shareholder value by driving operational excellence

  34. deployment. Over the years, we have demonstrated a strong commitment to returning capital to our

    | TSR Again Outperforms Peers Over both Short- and Long-Term |

  35. deployment. Over the years, we have demonstrated a strong commitment to returning capital to our

    | n | Lowe’s | n | Peer Group Median(1) | n | S&P 500 Index |

  36. Fiscal 2025 Financial Highlights and Incentive Program Outcomes

    Fiscal 2025 Financial Highlights and Incentive Program Outcomes In fiscal 2025, we delivered solid financial performance despite a challenging industry backdrop – with total sales of more than $86 billion, diluted EPS of $11.85 and adjusted diluted EPS* of $12.28. Our focus on disciplined expense management and productivity initiatives allowed us to deliver operating margin of 11.8% and adjusted operating margin* of 12.1%. We also delivered growth in Pro and online, two of our key growth drivers within our Total Home strategy. We continue to invest in supply chain, technology and omnichannel capabilities to put us in a strong position to take share when the home improvement market recovers. *ROIC is calculated using a non-GAAP financial measure, and adjusted diluted EPS and adjusted operating margin are non-GAAP financial measures. Refer to Appendix A for the calculation of ROIC and a reconciliation of non-GAAP measures.

  37. Fiscal 2025 Financial Highlights and Incentive Program Outcomes

    | 2026 Proxy Statement | | | | 43 |

  38. Fiscal 2025 Financial Highlights and Incentive Program Outcomes

    We expected 2025 to remain a challenging home improvement market including mortgage rates remaining higher and uncertainty around tariffs, with comparable sales ranging from flat to up 1% due to macroeconomic uncertainty. Our annual incentive award goals were set based on that expectation and aligned with our financial guidance provided to investors at the beginning of the 2025 fiscal year. However, despite this challenging environment, our overall financial performance relative to the goals established at the beginning of the fiscal year was slightly above our expectations. These results are reflected in our annual incentive awards paying out at 104.67% of target, as described in more detail below. While our multi-year relative TSR performance compared to our peers and the S&P 500 was above median, our multi-year average adjusted ROIC did not achieve threshold goals set in 2023 and therefore performance share units (“PSUs”) for the 2023-2025 performance period did not pay out, reflecting our pay for performance compensation philosophy. Overall, we believe our incentive programs are aligned with important inputs to shareholder value creation and reflect our strong commitment to aligning pay with short and long-term performance.

  39. Fiscal 2025 Executive Compensation Overview

    Fiscal 2025 Executive Compensation Overview We have a long-standing commitment to pay for performance and provide a significant portion of compensation opportunities through variable pay arrangements. These arrangements are designed to hold our executive officers accountable for business results and reward them for consistently delivering strong financial performance and value creation for our shareholders. To align pay with performance, our incentive compensation programs use objective, pre-established performance measures: sales, operating income, inventory turnover and Pro sales growth for our annual incentive plan, and ROIC, along with a relative TSR modifier, for our PSUs. Each of these performance measures is further described beginning on page 53. Our fiscal 2025 executive compensation program consisted of the following elements:

  40. Fiscal 2025 Executive Compensation Overview

    | Base Salary | + | Annual Incentive Awards | + | Long-term Equity Awards* | + | Retirement, Health and Severance Benefits | + | Limited Perquisites |

  41. Fiscal 2025 Executive Compensation Overview

    *Consists of PSUs, stock options, and restricted stock awards (“RSAs”) Our compensation mix is heavily performance-based with 73% of the CEO’s and 58% of the other NEOs’ average annualized target compensation at-risk and contingent upon the achievement of performance objectives and relative and absolute share price performance. Additionally, 79% of the CEO’s and 75% of the other NEOs’ average compensation is in the form of long-term incentives.

  42. Long-Term

    Long-Term 75%

  43. Long-Term

    Long-Term 58%

  44. PSUs

    PSUs 39%

  45. PSUs

    PSUs 20%

  46. How Our Executive Compensation is Tied to Performance

    | Annual Incentive Awards | Payouts are determined by the Company’s achievement of financial goals (sales and operating income) and strategic goals (inventory turnover and Pro sales growth). For each metric, threshold performance must be achieved for any payout to be earned. | | PSUs | Payout is based on the Company’s achievement of (i) a three-year average goal based on ROIC, which is a comprehensive financial metric measuring both operating profit and effective capital deployment designed to motivate management to generate sustained profitable growth over time while balancing the Company’s effectiveness at allocating capital to drive future investment and growth, and (ii) a relative TSR modifier, which compares the Company’s TSR to that of companies listed in the S&P 500 Index over a three-year period. Threshold performance objectives must be achieved for any awarded PSUs to vest. | | Stock Options | Realized value for stock option awards is based on the increase in the market value of our common stock relative to the value when the award was granted. |

  47. CEO and NEO Performance-Based Pay: Target vs. Payout

    CEO and NEO Performance-Based Pay: Target vs. Payout Based on our performance in fiscal 2025, the CEO and other NEOs received the following payouts of performance-based compensation: •Annual incentive payouts were determined based on overall performance between target and maximum for sales, operating income (as adjusted), inventory turnover and Pro sales growth metrics. Overall award payouts for the NEOs were at 104.67% of target. •PSUs granted in 2023 for the 2023-2025 performance period were not earned because the 3-year average ROIC was below the threshold payout performance level.

  48. CEO and NEO Performance-Based Pay: Target vs. Payout

    | | | | 46 | |

  49. Committed to Strong Compensation Governance Practices

    | | What We Do | | What We Don’t Do | | Target the majority of NEO compensation to be performance-based, at-risk and long-term oriented Assess the design and alignment of our incentive plans in relation to performance goals, business strategy, organizational priorities and shareholder interests on an annual basis Assess compensation-related risks associated with regulatory, shareholder and market changes on an annual basis Assess peer group composition, financial and stock price performance and competitive compensation practices on an annual basis Use different metrics in annual and long-term incentive plans Maintain a fully independent Compensation Committee, which retains an independent compensation consultant Maintain robust clawback policies applicable to cash and equity incentive-based compensation of senior executives if there is a financial restatement or if senior executives engage in misconduct Limit incentive payouts as a percentage of target awards Require significant stock ownership by all senior executives | | Provide single-trigger severance payments or vesting or tax gross-ups following change-in-control Permit hedging, pledging or unauthorized trading of the Company’s securities by our executives or directors Grant discounted stock options, extend the original option term, reprice or exchange underwater options without shareholder approval Provide an evergreen provision in our long-term incentive plan Provide employment agreements to executives Provide excessive perquisites | |

  50. II. Compensation Elements

    | | | Key Elements of Executive Compensation | | | | | | | | | Element | CEO | NEOs | Key Characteristics | Link to Shareholder Value | Key Benchmarks/Metrics | | Short-term Incentive | Fixed | Base Salary (Cash) | | | Fixed cash compensation tied to the scope and responsibilities of each executive’s position and the performance and effectiveness of the executive | Provide a foundation of fixed income to the executive; encourage attraction and retention of top talent; and recognize effective leadership | Subject to annual adjustment after consideration of competitive benchmark and relative compensation positioning | | | Performance based | | | | | | | | | | Annual Incentive Awards (Cash) | | | At-risk cash compensation tied to the achievement of annual financial performance and strategic goals established by the Compensation Committee for each fiscal year | Promote the achievement of the Company’s annual financial and strategic goals; and incentivize and reward financial and operating performance | •Sales (40%) •Operating Income (40%) •Inventory Turnover (10%) •Pro Sales Growth (10%) | | Long-term Incentive | | | | | | | | | | | Long-Term Incentive Awards (Equity) | | | | | | | | | PSUs | | | PSUs, which cliff vest at the end of the three-year performance period,(1) are based on (i) the Company’s average ROIC(2) relative to pre- determined levels of performance for the three- year performance period and (ii) a relative TSR modifier | Promote the achievement of strong long-term growth and TSR performance | •Three-year average ROIC (100%) •Relative TSR modifier (0.75x - 1.25x) | | | | Stock Options | | | Stock options with a 10- year term vest ratably over three years(1) | Promote the value- creating actions necessary to increase the market value of common stock | Realized value is based on increases in the market value of our common stock relative to the value when the award was granted | | | | RSAs | | | RSAs cliff vest on the third anniversary of the grant date(1) | Promote executive retention, stock ownership and alignment of interests with shareholders | Realized value is based on market value of our common stock |

  51. II. Compensation Elements

    To support our compensation philosophy and objectives, the Compensation Committee has designed the executive compensation program with an appropriate balance between both annual and long-term compensation, as well as between fixed and at-risk pay. The largest portion of our executive compensation program is based upon achieving the Company’s financial and strategic performance objectives and contingent on achievement of challenging performance hurdles. The Board places significant emphasis on the long-term success of the Company and strong alignment with the interests of our shareholders, customers, associates and the communities in which we operate. Accordingly, long-term incentive award opportunities, as a percentage of total compensation, are significantly greater than annual incentive award opportunities. We provide broad-based financial and health and welfare benefits on the same terms and conditions applicable to all eligible associates, including a 401(k) Plan with Company match, a non-qualified deferred compensation plan and 401(k) benefit restoration plan with Company match, comprehensive group health insurance, voluntary life, disability and accident benefits and a discounted employee stock purchase plan. We also provide other benefits to our NEOs, such as reimbursement of costs associated with tax and financial planning, an annual physical examination, individual disability insurance and limited personal use of corporate aircraft, each of which are designed to enhance productivity and encourage the attraction and retention of top talent. Additionally, we maintain a severance plan for senior officers, which provides for severance payments, the continuation of health care benefits and Company-paid outplacement services in the event of a termination of employment with the Company under qualifying circumstances.

  52. Compensation Market Data and Peer Group

    Compensation Market Data and Peer Group Each year, the Compensation Committee reviews the peer group companies used to assess compensation and performance with the advice of the independent compensation consultant. The Compensation Committee considered data from two sources for fiscal 2025: the Peer Group and the Survey Group. The Peer Group is comprised of retail and customer service companies selected for direct relevance to our business using the following criteria: •Headquartered in the United States with publicly-traded securities listed on a major U.S. exchange; •Operating in the Consumer Discretionary or Food & Staples retail sectors; •Annual revenue greater than approximately $20 billion; and •Retail or customer service-based business model. The companies in the Peer Group for fiscal 2025 were:

  53. Compensation Market Data and Peer Group

    | Best Buy Co., Inc. | Costco Wholesale Corporation | CVS Health Corporation | | Dollar General Corporation | NIKE, Inc. | Starbucks Corporation | | Target Corporation | The Home Depot, Inc. | The Kroger Co. | | The TJX Companies, Inc. | Walgreens Boots Alliance, Inc. | Walmart, Inc. |

  54. Compensation Market Data and Peer Group

    For fiscal 2025, Macy’s Inc. was removed from the Peer Group due to changes in their revenue. Peer Group compensation data is obtained from publicly available proxy statements.

  55. Compensation Market Data and Peer Group

    | Peer Group Data for Fiscal 2025(1) | Revenues ($ in millions) | Market Capitalization ($ in millions) | Operating Income ($ in millions) | TSR | | | | | | | | 1-year | 3-year | 5-year | | 75th Percentile | $188,444 | $219,175 | $8,610 | 22.0% | 70.7% | 127.3% | | 50th Percentile | $126,845 | $93,895 | $5,194 | -3.4% | -2.5% | 22.4% | | 25th Percentile | $45,114 | $37,828 | $3,247 | -15.0% | -24.9% | -23.1% | | Lowe’s | $83,674 | $150,930 | $10,466 | 4.8% | 31.2% | 75.6% | | Percentile Ranking | 41.3% | 70.4% | 81.8% | 60.4% | 63.1% | 64.1% |

  56. Compensation Market Data and Peer Group

    Source: S&P Capital IQ (1)Revenues and operating income are as of each company’s latest reported fiscal year as available on January 30, 2026, which for Lowe’s is fiscal 2024. Market capitalization and TSR are as of January 30, 2026, which aligns with Lowe’s fiscal year end date. TSR excludes Walgreens Boots Alliance, Inc. who was public when selected as a peer but has subsequently been acquired and delisted from the Nasdaq in August 2025. The Survey Group is comprised of the Peer Group (other than Costco Wholesale Corporation) and other retail companies that we compete with for executive talent, generally with over $10 billion in annual revenue, and participate in a proprietary survey conducted by Korn Ferry. The Compensation Committee uses a wider range of revenue in the Survey Group to provide for a robust sample of market data for compensation benchmarking. At its January 2025 meeting, the Compensation Committee reviewed detailed compensation benchmarks based on the Peer Group and Survey Group. Given differences in role, experience, performance and other challenges directly comparing NEO roles other than the CEO across companies, these benchmarks served as a reference point, rather than a formula-driven outcome, in determining adjustments to target total compensation levels for the NEOs.

  57. Compensation Market Data and Peer Group

    | | | | 52 | |

  58. Base Salary Adjustments

    Base Salary Adjustments The Compensation Committee reviews and adjusts the NEO base salaries each year after it has considered competitive benchmark and relative compensation positioning, which includes consideration of: •Market adjustments; •Internal alignment; •Experience in the role; and •Performance and any changes to roles or responsibilities. Given the Company’s continued strong performance under Mr. Ellison’s leadership, the Board approved a base salary increase of 3.3% for Mr. Ellison. Additionally, Mr. Sink received a salary increase of 11.2% to recognize his contributions and to provide competitive pay that aligns with broader market benchmarking. Further, as a result of the review and consideration of the factors enumerated above, Messrs. McFarland and Boltz and Ms. Godbole received salary increases of between 2.5%-3.5% for 2025 as set forth in the table below. In 2025, the Compensation Committee approved the following base salaries for the NEOs:

  59. Annual Incentive Awards

    Annual Incentive Awards Our annual incentive plan provides each NEO the opportunity to receive an annual cash award based on the Company’s achievement of pre-determined financial and strategic performance goals. The formula for computing annual incentive payouts is as follows:

  60. Annual Incentive Awards

    | Base Salary | Target Award Percentage (% of Base Salary) | Performance Goal Achievement Level (% of Target Level) | | Annual Incentive Award Earned | | Base salary eligible earnings for fiscal year 2025 are prorated to reflect time worked before and after the March 2025 base salary increase. | •200% of base salary for the CEO •100% of base salary for other NEOs | •Threshold payout percentage for all NEOs is 50% of target •Maximum payout opportunity of 200% of target for all performance metrics | | | | X | X | | = | |

  61. Annual Incentive Awards

    | 2026 Proxy Statement | | | | 53 |

  62. Annual Incentive Awards

    The following table describes the financial and strategic goals for the 2025 annual incentive awards and the weighting assigned to each goal, which are the same for all of the NEOs:

  63. Annual Incentive Awards

    | | Performance Metric | Description | Performance Measured By | Metric Weighting | | Financial Goals | Sales | Rewards NEOs on effective merchandising, driving market share gains and the enhancement of our omnichannel sales and marketing | Company sales | 40% | | | Operating Income | Rewards NEOs for profitability of our operations and focuses management on operational efficiency and expense management | Company operating income | 40% | | Strategic Goals | Inventory Turnover | Rewards NEOs for focusing on improving inventory management, which generates cash flow for investing in the business and returning value to shareholders | Cost of goods sold / average inventory | 10% | | | Pro Sales Growth | Rewards NEOs for focusing on growing Pro market share, which drives long-term sustainable sales growth and profitability | Percentage increase in Pro customer sales over the prior fiscal year | 10% |

  64. Annual Incentive Awards

    For fiscal 2025, the Compensation Committee approved the terms for our annual incentive awards, maintaining the same performance metrics and weightings used in recent years while increasing the NEO threshold payout percentage from 25% to 50% to align more closely with market practices and ensure consistency with incentive design applied across the broader organization. In light of the macroeconomic uncertainty expected at the time that fiscal 2025 goals were set, the Compensation Committee maintained a “below target” performance level that provides an 85% payout for performance that does not achieve target but is above threshold, which the Compensation Committee believes provides our NEOs additional motivation in a difficult macroeconomic environment. The Compensation Committee determines annual incentive plan performance goals after the Company reports earnings for the prior fiscal year and establishes goals that: •Are sufficiently rigorous based on the Company’s strategy, annual internal operating plan and financial guidance provided to investors for the upcoming fiscal year; •Appropriately consider both prior year performance and the anticipated impact of the macroeconomic environment on future business conditions for the Company; and •Motivate management to create sustainable shareholder value, both during the performance period and over the long term.

  65. Annual Incentive Awards

    | | Performance Metric | How 2025 Goals Were Set | | Financial Goals | Sales | •Target based on flat comparative store sales over fiscal 2024 consistent with guidance provided to the market on February 26, 2025, considering headwinds related to the challenging macroeconomic environment •Wider performance goals to manage macroeconomic uncertainty with (i) threshold set approximately $5.9 billion below target and (ii) maximum set approximately $8.2 billion above target, reducing the risk of potential windfall payouts | | | Operating Income | •Target derived from our 2025 fiscal year sales goals with the target set within the operating margin guidance range provided to the market on February 26, 2025 •Wider performance goals for threshold and maximum reflecting the same challenges affecting sales goals to manage macroeconomic uncertainty | | Strategic Goals | Inventory Turnover | •Target set consistent with fiscal 2024 actual performance, reflecting the same macroeconomic challenges affecting financial goals discussed above | | | Pro Sales Growth | •Growth target set at 1.5%, in line with fiscal 2025 sales expectations. Threshold and below target goals set consistent with 2024 but with a higher maximum than in 2024 |

  66. Annual Incentive Awards

    | | | | 54 | |

  67. Annual Incentive Awards

    The Compensation Committee’s objectives in administering our annual incentive plan are to cause incentive awards to be calculated on a comparable basis from year-to-year and to ensure that plan participants are incentivized and rewarded appropriately for Company performance. For these reasons, the Compensation Committee may make adjustments to the achievement under each performance goal at its discretion and has adopted adjustment guidelines. The adjustment guidelines provide the Committee flexibility to approve adjustments to incentive plan compensation in certain circumstances, including adjustments to account for (i) amounts required to be reported separately under applicable accounting standards as extraordinary items, (ii) gains or losses as a result of changes in accounting principles, (iii) impact of changes in tax regulations, (iv) business results from unplanned acquisitions and divestitures, (v) costs and any other non-recurring items related to acquisition and divestiture activity, (vi) unplanned debt restructuring costs or costs associated with change in capital structure, (vii) costs of significant unplanned initiatives or investments and (viii) significant changes to stock buyback programs or capital restructuring. The guidelines also provide that adjustments may be made in certain cases depending on the relevant facts and circumstances to account for: (i) impact of foreign currency fluctuations, (ii) impact of tariffs and unanticipated regulatory and policy changes, (iii) asset impairments or write-offs, including store closing costs, (iv) restructuring costs, (v) litigation costs and settlements for historical transactions, (vi) timing impact for items accelerated or delayed near year-end, (vii) acts of God and (viii) impact of global pandemics and public health emergencies. In June 2025, we acquired ADG, a leading nationwide provider of design, distribution and installation services for interior surface finishes, including flooring, cabinets and countertops, with a home builder and property manager customer base. In October 2025, we also acquired FBM, a leading North American distributor of interior building products, including drywall, metal framing, ceiling systems, commercial doors and hardware, insulation and complementary products serving large residential and commercial professionals in both new construction and repair and remodel applications. In February 2026, the Compensation Committee reviewed the Company’s fiscal year 2025 performance results relative to the goals to determine the annual incentive awards earned under the annual incentive plan. The Company’s 2025 performance results were above target for all four metrics. Consistent with the adjustment guidelines’ provisions for business results from unplanned acquisitions and divestitures, the Compensation Committee determined to exclude the impacts of the ADG and FBM acquisitions on fiscal 2025 results. Additionally, and also consistent with the adjustment guidelines’ provisions for costs and any other non-recurring items related to acquisition and divestiture activity, the Compensation Committee determined to adjust for $105 million in unbudgeted acquisition-related costs related to the ADG and FBM acquisitions. This adjustment had the overall effect of modestly increasing the achievement result for operating income performance. Based on the performance metrics established by the Compensation Committee and the Compensation Committee’s assessment of the Company’s fiscal 2025 performance, the Compensation Committee determined that Lowe’s achieved 104.67% of the target incentive opportunities for the NEOs.

  68. Annual Incentive Awards

    | 2026 Proxy Statement | | | | 55 |

  69. Annual Incentive Awards

    | Performance Metric (Weighted %) | | Below Threshold | Threshold | Below Target | Target | Maximum | Achievement Result | | % of Payout | | 0% | 50% | 85% | 100% | 200% | | | 40% | Sales | | | | | | 104% | | 40% | Operating Income | | | | | | 101% | | 10% | Inventory Turnover | | | | | | 114% | | 10% | Pro Sales Growth | | | | | | 113% | | Overall Payout Result | | | | | | 104.67% | |

  70. Annual Incentive Awards

    *Dollars in millions. (1)The Compensation Committee approved an adjustment to operating income as described on page 54. Adjusted operating income is a non- GAAP financial measure. Refer to Appendix A in this Proxy Statement for a reconciliation of non-GAAP financial measures. Based on fiscal 2025 results, the NEOs earned the following annual incentive awards:

  71. Annual Incentive Awards

    | Name | Base Salary(1)x | Target Award % (% of Base Salary)x | Performance Goal Achievement Level (% of Target) | = | Actual Award Earned | | Marvin R. Ellison | $1,544,231 | 200% | 104.67% | | $3,232,693 | | Brandon J. Sink | $840,112 | 100% | 104.67% | | $879,345 | | Joseph M. McFarland III | $897,438 | 100% | 104.67% | | $939,349 | | William P. Boltz | $896,504 | 100% | 104.67% | | $938,371 | | Seemantini Godbole | $835,185 | 100% | 104.67% | | $874,188 |

  72. Annual Incentive Awards

    (1)Base salary eligible earnings in fiscal year 2025, pro-rated for the number of days in the fiscal year prior to and following the March 2025 base salary adjustment effective date.

  73. Annual Incentive Awards

    | | | | 56 | |

  74. Long-Term Equity Awards

    Long-Term Equity Awards In March each year, the Compensation Committee approves a long-term equity award for each executive officer with a target value, expressed as a percentage of base salary. For 2025, given the Company’s continued strong performance under Mr. Ellison’s leadership, the Board approved an increase in the CEO’s target long-term incentive award, raising the target opportunity from 1,000% to 1,100% of base salary. The equity award mix for the CEO remained unchanged and consisted of 50% PSUs, 25% stock options and 25% time-vested RSAs. For the other NEOs, the Compensation Committee approved a one-time adjustment to executive officer long-term incentive targets and fiscal 2025 long-term incentive vehicle mix to support leadership continuity during a period when the Company was reacting to changes in the external environment and sector disruption. The adjustment reflects the Board’s view that a stable and engaged executive leadership team is critical as the Company positions itself to benefit from a recovery in the home improvement market. The resulting mix was delivered entirely in equity in the form of 40% PSUs, 40% time-vested RSAs and 20% stock options, subject to standard multi-year vesting provisions. This balanced approach moderates outcome volatility and supports long-term alignment with shareholder interests and Company performance. The Compensation Committee believes this one-time adjustment preserves the Company’s pay-for-performance philosophy and long-term focus.

  75. CEO 2025 Equity Award Mix

    CEO 2025 Equity Award Mix 25% Time-vested RSAs 50% PSUs 25% Stock Options 2025 Award Mix. The Compensation Committee believes the mix of equity awards continues to create an appropriate balance between providing incentive compensation for the achievement of Company-specific performance measures (PSUs), increases in the market value of the common stock (stock options) and stability (RSAs). 2025 Target Value. The following table reflects the target value of long-term equity awarded to each NEO for 2025, both expressed as a percentage of base salary and in dollars. Target awards are determined based on each executive officer’s position and level of responsibility, the Company’s historical grant practices and market benchmarks that are reviewed annually by the Compensation Committee.

  76. CEO 2025 Equity Award Mix

    | Name | 2025 Target Long-Term % of Base Salary(1) | Target Total Equity Award Value ($000s)(2) | | Marvin R. Ellison | 1,100% | $17,050 | | Brandon J. Sink | 563% | $4,781 | | Joseph M. McFarland III | 625% | $5,625 | | William P. Boltz | 625% | $5,625 | | Seemantini Godbole | 563% | $4,714 |

  77. CEO 2025 Equity Award Mix

    (1)Base salary considered for long-term incentive plan purposes is as of April 1, 2025. (2)Target total equity award values are rounded to the nearest thousand dollars. 2025 PSU Performance Metrics. The Compensation Committee determined that the PSUs awarded in 2025 will be earned based on the Company’s ROIC for the three-year performance period of fiscal years 2025 through 2027 and the relative TSR modifier.

  78. CEO 2025 Equity Award Mix

    | 2026 Proxy Statement | | | | 57 |

  79. CEO 2025 Equity Award Mix

    ROIC is computed by dividing the Company’s lease adjusted net operating profit after taxes for the year by the average of the Company’s invested capital as of the beginning and end of the fiscal year. Invested capital for these purposes means the average of the current year and prior year ending debt and shareholders’ (deficit)/equity. See Appendix A to this Proxy Statement for our fiscal 2025 ROIC calculation. The return percentages for each fiscal year in the performance period are averaged to yield a ROIC measure for the three-year performance period. The Compensation Committee believes strong ROIC performance is aligned with creating long-term value for the Company’s shareholders. Specifically, ROIC is a comprehensive long-term financial metric that incorporates both operating profit and effective capital deployment in the calculation. This metric motivates management to generate sustained profitable growth over time while balancing the Company’s effectiveness at allocating capital to drive future investment and growth. For fiscal 2025 PSU awards, the Compensation Committee raised the maximum payout for ROIC performance from 150% to 200% to drive focus and reward achievement of our core performance metric, and to better align with market practice. This increased payout leverage strengthens the alignment of pay with performance on a key indicator of our long-term business success and reinforces accountability for long-term capital efficiency and profitability. PSU payouts are also subject to a relative TSR modifier, which adjusts the ROIC-based payout based on the Company’s TSR performance relative to companies in the S&P 500 Index over the performance period. For fiscal 2025 awards, the TSR modifier was refined to a percentile-based approach, with a target set at the 55th percentile. The modifier may adjust payouts downward to 0.75x at the 25th percentile or upward to 1.25x at the 80th percentile, subject to an overall maximum payout of 200% of target. No payout will be earned if ROIC performance is below threshold. The chart below illustrates how the relative TSR modifier influences the payout opportunity of the 2025 PSU performance award to range from 38% of target at threshold performance to 200% of target at maximum performance:

  80. CEO 2025 Equity Award Mix

    | Target Number of PSUs Granted | ROIC Performance Level | Payout Percentage (% of Target Award)(1) | Lowe’s percentile vs. S&P 500 Index | Modifier(1) | | PSU Performance Level | Final Payout Opportunity (% of Target Award)(1) | | x | Maximum | 200%x | 80th | 1.25x | = | Maximum | 200% | | | Target | 100% | 55th | 1.00x | | Target | 100% | | | Threshold | 50% | 25th | 0.75x | | Threshold | 38% | | | <Threshold | 0% | | | | <Threshold | 0% |

  81. CEO 2025 Equity Award Mix

    (1)Performance between discrete points will be interpolated. If ROIC is below threshold, there will be no payout. TSR modifier cannot be lower than 0.75x or higher than 1.25x. In line with the factors described above in setting targets for annual incentive awards, the Compensation Committee determines ROIC targets in the year the PSUs are granted, with an aim to set goals that are sufficiently rigorous based on the Company’s internal long range plan, appropriately consider recent performance and the potential impact of the macroeconomic environment, and motivate management to create sustainable shareholder value over the long-term. 2023 PSU Awards. The performance period for the PSUs awarded in 2023 (the “2023 PSUs”) ended on January 30, 2026, the last day of the 2025 fiscal year. The 2023 PSUs were eligible to be earned based on the Company’s average ROIC and relative TSR performance for fiscal years 2023 through 2025. Similar to the operating income performance for the annual incentive award discussed on page 54, the Compensation Committee adjusted fiscal 2025 ROIC performance to account for the ADG and FBM acquisitions and adjusted fiscal 2023 and fiscal 2024 ROIC performance to account for the sale of our Canadian retail operations. In accordance with our pay for performance structure and philosophy, because our ROIC performance for the 2023 PSUs fell below the threshold level, no shares of common stock were earned. 2025 Stock Option Awards. The Compensation Committee views options as performance-based incentive compensation as they provide no realizable value to recipients if our share price does not increase from the grant date. These awards promote the value-creating actions necessary to increase the market value of our common stock. The number of options awarded is calculated based on the Black-Scholes option pricing model. The exercise price of stock options is set at 100% of the fair market value of our common stock on the date of grant. Stock options granted to our NEOs in 2025 vest ratably over a three-year period and have a ten-year term.

  82. CEO 2025 Equity Award Mix

    | | | | 58 | |

  83. CEO 2025 Equity Award Mix

    2025 RSAs. RSAs promote executive retention, stock ownership and alignment with shareholders’ interests. The number of RSAs awarded is determined based on the fair market value of our common stock as of the grant date. RSAs awarded to our NEOs in 2025 cliff vest after three years.

  84. Severance and Change-in-Control Arrangements

    Severance and Change-in-Control Arrangements The Compensation Committee approved an amended and restated severance plan for senior executives (the “Severance Plan”) in August 2024, that covers all current NEOs other than Mr. Ellison. The terms of the Severance Plan are described on page 67. Mr. Ellison’s severance entitlements are governed by his offer letter, the terms of which are described on page 67. All NEOs are also parties to agreements that provide severance benefits in the context of a change-in-control of the Company (the “Change-in-Control Agreements”). The Change-in-Control Agreements are described beginning on page 66.

  85. Equity Award Grant Practices

    Equity Award Grant Practices The Compensation Committee has followed a practice of granting annual equity awards, including annual awards of PSUs, stock options and RSAs granted to the NEOs, on April 1 each year. Interim equity grants, such as grants made to newly hired executives, are typically made on March 15, June 15, September 15 and December 15 each year. During fiscal 2025, the Compensation Committee did not consider material non-public information when determining the timing or terms of equity awards, and the Company did not time the disclosure of material non-public information for the purpose of affecting the value of any executive compensation awarded during the year. The Compensation Committee did not grant stock options to any NEO in 2025 during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that discloses material non-public information.

  86. Summary Compensation Table

    Summary Compensation Table The following table and footnotes provide information regarding the compensation of the NEOs for the fiscal years shown.

  87. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Marvin R. Ellison | 2025 | 1,544,231 | — | 12,480,467 | 4,262,895 | 3,232,693 | 61,603 | 21,581,889 | | Chairman, President and Chief Executive Officer | 2024 | 1,494,231 | — | 11,975,052 | 3,750,291 | 2,935,865 | 9,474 | 20,164,912 | | | 2023 | 1,450,000 | — | 11,193,496 | 3,591,228 | 1,826,130 | 101,418 | 18,162,272 | | Brandon J. Sink | 2025 | 840,112 | — | 3,756,148 | 956,318 | 879,345 | 94,718 | 6,526,641 | | Executive Vice President, Chief Financial Officer | 2024 | 759,304 | — | 2,745,473 | 859,805 | 745,940 | 85,376 | 5,195,899 | | | 2023 | 718,577 | — | 2,505,076 | 803,703 | 452,488 | 69,913 | 4,549,757 | | Joseph M. McFarland III | 2025 | 897,438 | — | 4,418,862 | 1,125,135 | 939,349 | 13,071 | 7,393,855 | | Executive Vice President, Stores | 2024 | 875,815 | — | 3,504,080 | 1,097,388 | 860,401 | 13,829 | 6,351,513 | | | 2023 | 857,704 | — | 3,321,989 | 1,065,757 | 540,096 | 8,384 | 5,793,930 | | William P. Boltz | 2025 | 896,504 | — | 4,418,862 | 1,125,135 | 938,371 | 100,281 | 7,479,153 | | Executive Vice President, Merchandising | 2024 | 866,781 | — | 3,472,239 | 1,087,386 | 851,525 | 89,468 | 6,367,399 | | | 2023 | 840,650 | — | 3,259,415 | 1,045,694 | 529,357 | 68,323 | 5,743,439 | | Seemantini Godbole | 2025 | 835,185 | — | 3,703,296 | 942,909 | 874,188 | 92,266 | 6,447,844 | | Executive Vice President, Chief Digital and Information Officer | 2024 | 809,988 | — | 2,922,985 | 915,323 | 795,733 | 87,384 | 5,531,414 | | | 2023 | 778,827 | — | 2,717,485 | 871,854 | 490,427 | 73,299 | 4,931,893 |

  88. Summary Compensation Table

    (1)The value of the stock and option awards presented in the table equals the grant date fair value of the awards for financial reporting purposes (excluding the effect of estimated forfeitures) computed in accordance with FASB ASC Topic 718. For financial reporting purposes, the Company determines the fair value of a stock or option award accounted for as an equity award on the grant date. The Company recognizes an expense for a stock or option award over the vesting period of the award. PSUs are expensed over the vesting period based on the probability of achieving the performance goal, with changes in expectations recognized as an adjustment in the period of the change. NEOs receive dividends on unvested shares of time-vested RSAs during the vesting period. Dividends are not paid or accrued on unearned PSUs. The right to receive dividends has been factored into the determination of the fair values used in the amounts presented above. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used to calculate the April grant date fair value of the option awards granted in fiscal 2025 for Messrs. Ellison, Sink, McFarland and Boltz and Ms. Godbole are as follows: expected volatility of 31.36%, expected dividend yield of 1.80%, an assumed risk-free interest rate of 4.03% and expected term of seven years. The Company uses a Monte-Carlo simulation to determine the grant date fair value for PSU awards. The assumptions made in the valuation of the PSU awards granted in fiscal 2025 for Messrs. Ellison, Sink, McFarland and Boltz and Ms. Godbole are as follows: expected volatility of 25.43%, expected dividend yield of 1.97%, an assumed risk-free interest rate of 3.82% and expected term of 2.83. See Note 11, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended January 30, 2026 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. (2)The amounts reported in this column include the sum of the grant date fair values of PSUs and RSAs. The 2025 PSUs will be earned based on the Company’s achievement of a three-year average ROIC goal and a relative TSR modifier. The grant date values of the PSUs, assuming the maximum number of shares would be earned at the end of the three-year performance period, would have been: Mr. Ellison — $17,050,437; Mr. Sink — $3,825,127; Mr. McFarland — $4,500,012; Mr. Boltz — $4,500,012; and Ms. Godbole — $3,771,305. (3)The amounts shown in this column reflect payments made under the Company’s annual incentive plan, which paid out at 104.67% for NEOs as described in more detail on page 55.

  89. Summary Compensation Table

    | | | | 62 | |

  90. Summary Compensation Table

    (4)Company matching contributions to qualified and non-qualified deferred compensation plans and perquisites for the 2025 fiscal year are shown below:

  91. Summary Compensation Table

    | | Company Matching Contributions to: | | | | | | Name | 401(k) Plan ($) | Benefit Restoration Plan ($) | Personal Use of Corporate Aircraft ($) | Other ($)(i) | Total ($) | | Mr. Ellison | — | — | 40,929 | 20,674 | 61,603 | | Mr. Sink | 12,624 | 60,312 | — | 21,782 | 94,718 | | Mr. McFarland III | — | — | — | 13,071 | 13,071 | | Mr. Boltz | 13,503 | 64,430 | 12,462 | 9,886 | 100,281 | | Ms. Godbole | 13,585 | 59,024 | — | 19,657 | 92,266 |

  92. Summary Compensation Table

    All amounts presented in the table above, other than the amount for Messrs. Ellison’s and Boltz’s personal use of corporate aircraft, equal the actual cost to the Company of the particular benefit or perquisite provided. The amount presented for “Personal Use of Corporate Aircraft” is equal to the incremental cost to the Company of such use. Incremental cost includes fuel, landing and ramp fees and other variable costs directly attributable to personal use. Incremental cost does not include an allocable share of the fixed costs associated with the Company’s ownership of the aircraft. (i)Amounts presented for “Other” include tax and financial planning services, Company-encouraged physical examinations and individual disability insurance.

  93. Summary Compensation Table

    | 2026 Proxy Statement | | | | 63 |

  94. Grants of Plan-Based Awards

    Grants of Plan-Based Awards This table presents the potential annual incentive awards the NEOs were eligible to earn in fiscal 2025, as well as the stock options, RSAs and PSUs awarded to the NEOs in fiscal 2025 and the grant date fair value of those awards.

  95. Grants of Plan-Based Awards

    | Name | Grant Date | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Ellison | | | | | | | | | | | | | | Annual Incentive | | | 1,544,231 | 3,088,462 | 6,176,923 | | | | | | | | | PSUs | 4/1/2025 | 3/20/2025 | | | | 13,661 | 36,431 | 72,862 | | | | 8,217,741 | | Options | 4/1/2025 | 3/20/2025 | | | | | | | | 54,998 | 234.01 | 4,262,895 | | RSAs | 4/1/2025 | 3/20/2025 | | | | | | | 18,216 | | | 4,262,726 | | Mr. Sink | | | | | | | | | | | | | | Annual Incentive | | | 420,056 | 840,112 | 1,680,223 | | | | | | | | | PSUs | 4/1/2025 | 3/20/2025 | | | | 3,064 | 8,173 | 16,346 | | | | 1,843,584 | | Options | 4/1/2025 | 3/20/2025 | | | | | | | | 12,338 | 234.01 | 956,318 | | RSAs | 4/1/2025 | 3/20/2025 | | | | | | | 8,173 | | | 1,912,564 | | Mr. McFarland III | | | | | | | | | | | | | | Annual Incentive | | | 448,719 | 897,438 | 1,794,877 | | | | | | | | | PSUs | 4/1/2025 | 3/20/2025 | | | | 3,605 | 9,615 | 19,230 | | | | 2,168,856 | | Options | 4/1/2025 | 3/20/2025 | | | | | | | | 14,516 | 234.01 | 1,125,135 | | RSAs | 4/1/2025 | 3/20/2025 | | | | | | | 9,615 | | | 2,250,006 | | Mr. Boltz | | | | | | | | | | | | | | Annual Incentive | | | 448,252 | 896,504 | 1,793,008 | | | | | | | | | PSUs | 4/1/2025 | 3/20/2025 | | | | 3,605 | 9,615 | 19,230 | | | | 2,168,856 | | Options | 4/1/2025 | 3/20/2025 | | | | | | | | 14,516 | 234.01 | 1,125,135 | | RSAs | 4/1/2025 | 3/20/2025 | | | | | | | 9,615 | | | 2,250,006 | | Ms. Godbole | | | | | | | | | | | | | | Annual Incentive | | | 417,592 | 835,185 | 1,670,369 | | | | | | | | | PSUs | 4/1/2025 | 3/20/2025 | | | | 3,021 | 8,058 | 16,116 | | | | 1,817,643 | | Options | 4/1/2025 | 3/20/2025 | | | | | | | | 12,165 | 234.01 | 942,909 | | RSAs | 4/1/2025 | 3/20/2025 | | | | | | | 8,058 | | | 1,885,653 |

  96. Grants of Plan-Based Awards

    (1)The NEOs are eligible to earn annual incentive compensation for each fiscal year based on the Company’s achievement of performance measures established at the beginning of the fiscal year by the Compensation Committee. For the 2025 fiscal year ended January 30, 2026, the performance levels for the performance measures, the Company’s actual performance and the amounts earned by the NEOs for the 2025 fiscal year are shown on page 55. The annual incentive amounts actually earned are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 61. (2)The PSUs reported in this column are earned based on the Company’s average ROIC over a three-year performance period and a relative TSR modifier. The terms of the PSUs are described in more detail beginning on page 56. (3)The time-vested RSAs vest on the third anniversary of the grant date or, if earlier, the date the NEO terminates employment due to death or disability or, in the case of Mr. Boltz, in the event of retirement with the approval of the Board. For the other NEOs who meet the retirement provisions of the applicable RSA grant agreements, their awards will vest upon retirement, but will not be transferred to the NEO until the original vesting date of the award. Retirement for this purpose is defined as the voluntary termination of employment with the approval of the Board at least six months after the grant date and on or after the date the NEO has satisfied an age and service requirement, provided the NEO has given the Board advance notice of such retirement. Mr. Boltz has satisfied the age and service requirement for retirement specified in his award agreement. Messrs. Ellison, Sink and McFarland and Ms. Godbole will satisfy the age and service requirement for retirement once their age in addition to years of service equals at least 70, provided the NEO is at least 55 years old. The NEOs receive cash dividends paid with respect to the RSA shares during the vesting period on the same terms as the other shareholders of the Company. (4)All options have a 10-year term and an exercise price equal to the closing price of the common stock on the grant date. The options vest in three annual installments on each of the first three anniversaries of the grant date or, if earlier, the date the NEO terminates employment due to death or disability. The options granted to the NEOs will become exercisable in the event of retirement, as defined in the applicable grant agreement, in accordance with the original three-year vesting schedule and remain exercisable until their expiration dates. (5)Amounts represent the grant date fair value of awards granted in fiscal 2025 for financial reporting purposes (excluding the effect of estimated forfeitures) computed in accordance with FASB ASC Topic 718.

  97. Grants of Plan-Based Awards

    | | | | 64 | |

  98. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End This table presents information about unearned or unvested stock and option awards held by the NEOs on January 30, 2026.

  99. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Mr. Ellison | 166,240 | — | 94.87 | 7/2/2028 | 51,388 | 13,723,679 | 137,148 | 36,626,745 | | | 82,460 | — | 108.93 | 4/1/2029 | | | | | | | 120,014 | — | 80.42 | 4/1/2030 | | | | | | | 51,691 | — | 191.32 | 4/1/2031 | | | | | | | 51,976 | — | 202.40 | 4/1/2032 | | | | | | | 36,992 | 18,496(4) | 199.97 | 4/1/2033 | | | | | | | 14,749 | 29,497(5) | 249.28 | 4/1/2034 | | | | | | | — | 54,998(6) | 234.01 | 4/1/2035 | | | | | | Mr. Sink | 1,798 | — | 191.32 | 4/1/2031 | 15,679 | 4,187,234 | 30,952 | 8,266,041 | | | 1,740 | — | 202.40 | 4/1/2032 | | | | | | | 18,009 | — | 179.01 | 6/15/2032 | | | | | | | 8,279 | 4,139(4) | 199.97 | 4/1/2033 | | | | | | | 3,382 | 6,762(5) | 249.28 | 4/1/2034 | | | | | | | — | 12,338(6) | 234.01 | 4/1/2035 | | | | | | Mr. McFarland III | 30,190 | — | 108.93 | 4/1/2029 | 19,397 | 5,180,163 | 38,141 | 10,185,935 | | | 41,988 | — | 80.42 | 4/1/2030 | | | | | | | 16,179 | — | 191.32 | 4/1/2031 | | | | | | | 15,857 | — | 202.40 | 4/1/2032 | | | | | | | 10,978 | 5,489(4) | 199.97 | 4/1/2033 | | | | | | | 4,316 | 8,631(5) | 249.28 | 4/1/2034 | | | | | | | — | 14,516(6) | 234.01 | 4/1/2035 | | | | | | Mr. Boltz | 15,421 | — | 191.32 | 4/1/2031 | 19,256 | 5,142,507 | 37,900 | 10,121,574 | | | 15,410 | — | 202.40 | 4/1/2032 | | | | | | | 10,772 | 5,385(4) | 199.97 | 4/1/2033 | | | | | | | 4,277 | 8,552(5) | 249.28 | 4/1/2034 | | | | | | | — | 14,516(6) | 234.01 | 4/1/2035 | | | | | | Ms. Godbole | 12,270 | — | 191.32 | 4/1/2031 | 16,131 | 4,307,945 | 31,776 | 8,486,099 | | | 14,275 | — | 202.40 | 4/1/2032 | | | | | | | 8,981 | 4,490(4) | 199.97 | 4/1/2033 | | | | | | | 3,600 | 7,199(5) | 249.28 | 4/1/2034 | | | | | | | — | 12,165(6) | 234.01 | 4/1/2035 | | | | |

  100. Outstanding Equity Awards at Fiscal Year-End

    (1)The unvested RSAs vest as follows:

  101. Outstanding Equity Awards at Fiscal Year-End

    | | 4/1/2026 | 4/1/2027 | 4/1/2028 | Total | | Mr. Ellison | 18,128 | 15,044 | 18,216 | 51,388 | | Mr. Sink | 4,057 | 3,449 | 8,173 | 15,679 | | Mr. McFarland III | 5,380 | 4,402 | 9,615 | 19,397 | | Mr. Boltz | 5,279 | 4,362 | 9,615 | 19,256 | | Ms. Godbole | 4,401 | 3,672 | 8,058 | 16,131 |

  102. Outstanding Equity Awards at Fiscal Year-End

    (2)Amount is based on the closing market price of the Company’s common stock on January 30, 2026 of $267.06.

  103. Outstanding Equity Awards at Fiscal Year-End

    | 2026 Proxy Statement | | | | 65 |

  104. Outstanding Equity Awards at Fiscal Year-End

    (3)The number of unearned PSUs reported in this column is calculated in accordance with SEC requirements and is based on our actual performance results for the 2023, 2024 and 2025 PSUs through the end of fiscal 2025 under the applicable performance measures and assuming that the payout will occur at the next highest level (threshold, target or maximum) relative to actual performance results. (4)These options vest on April 1, 2026. (5)These options vest in two annual installments on April 1, 2026 and April 1, 2027. (6)These options vest in three annual installments on April 1, 2026, April 1, 2027 and April 1, 2028.

  105. Option Exercises and Stock Vested at Fiscal Year-End

    Option Exercises and Stock Vested at Fiscal Year-End This table presents information about stock options exercised by the NEOs and the number and the value of the NEOs’ stock awards that vested during the 2025 fiscal year.

  106. Option Exercises and Stock Vested at Fiscal Year-End

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Ellison | — | — | 43,187 | 10,106,190 | | Mr. Sink | 3,128 | 516,176 | 7,164 | 1,580,009 | | Mr. McFarland III | 43,810 | 6,945,033 | 13,176 | 3,083,316 | | Mr. Boltz | — | — | 12,804 | 2,996,264 | | Ms. Godbole | — | — | 11,862 | 2,775,827 |

  107. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The Company sponsors two non-qualified deferred compensation plans for the benefit of senior management employees: the BRP and the Cash Deferral Plan (the “CDP”).

  108. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The Company has entered into Change-in-Control Agreements with each NEO and certain other senior officers of the Company. The agreements provide for certain benefits if the Company experiences a change-in-control followed by termination of the executive’s employment within 24 months following such change-in-control: •By the Company’s successor without Cause, which means continued and willful failure to perform duties or conduct demonstrably and materially injurious to the Company or its affiliates; or •By the executive for Good Reason, including a downgrading of the executive’s position or duties or a change in compensation or geographic work location.

  109. Potential Payments Upon Termination or Change-in-Control

    | 2026 Proxy Statement | | | | 67 |

  110. Potential Payments Upon Termination or Change-in-Control

    The following describes the material provisions of the Change-in-Control Agreements that we have entered into with our NEOs. All of the agreements automatically expire on the second anniversary of a change-in-control notwithstanding the length of the terms remaining on the date of the change-in-control.

  111. Potential Payments Upon Termination or Change-in-Control

    | Accrued Obligations | The NEO receives the sum of (1) the NEO’s annual base salary through date of separation and (2) any accrued vacation pay to the extent not paid (if applicable). | | Severance Benefit | The NEO receives 2.99 times the sum of the present value of the NEO’s annual base salary, annual incentive compensation (as calculated pursuant to the agreement) and welfare insurance costs. | | No Tax Gross-Up | There are no effective provisions for an excise tax gross-up. Instead, change-in-control payments will be subject to a provision, whereby the NEO will receive either the original amount of the payment or a reduced amount, depending on which amount will provide them a greater after-tax benefit. | | Legal Fees | All legal fees and expenses reasonably incurred by the NEO in enforcing the agreement will be paid by the Company. | | Restrictive Covenants | The Change-in-Control Agreements include restrictive covenants including, but not limited to, a covenant not to compete against the Company for the longer of (1) two years following termination of employment and (2) the period from the termination of employment through the last date of vesting for any non-vested equity awards held by the NEO and a covenant not to solicit Company employees or Company vendors or suppliers for two years following termination of employment. |

  112. Potential Payments Upon Termination or Change-in-Control

    The Company’s 2006 Long Term Incentive Plan, as amended and restated (the “Long Term Incentive Plan”) provides that, if within one year after a change-in-control, an executive’s employment is terminated by the Company without Cause or by the executive for Good Reason (as defined in the Change-in-Control Agreement), then all outstanding stock options will become fully exercisable and all outstanding RSAs will become fully vested. In the event of a change-in-control of the Company, the performance periods for all outstanding PSUs will terminate as of the end of the fiscal quarter preceding the change-in-control, and the PSUs will be earned based on Company performance through such date, regardless of whether the executive’s employment is terminated. Under the terms of stock option, RSA and PSU award agreements, the executive is subject to a covenant not to compete against the Company for 24 months following termination of employment and, in the event of a breach, will forfeit awards or be required to repay the Company certain amounts with respect to awards. Executive Vice Presidents covered by the Severance Plan who experience a Qualified Termination (as defined in the Severance Plan) are, subject to the terms of the Severance Plan, eligible to receive a benefit consisting of (i) cash severance equal to two times the sum of their annual base salary and target annual bonus to be paid in installments over 24 months in accordance with the Company’s normal payroll practices, (ii) continued participation in the employee health care plan maintained by the Company upon the same terms and conditions in effect for active employees until the earlier of the 12-month anniversary of the termination date or the date the Executive Vice President becomes covered under another employer’s health care plan and (iii) up to one year of Company-paid outplacement services. In the event Mr. Ellison’s employment with the Company is terminated involuntarily other than for Cause (as defined in his offer letter), and subject to the terms of his offer letter, Mr. Ellison is entitled to receive severance payments equal to two times the sum of his annual base salary and target annual bonus to be paid over 24 months in accordance with the Company’s normal payroll practices. Mr. Ellison is not covered by the Severance Plan.

  113. Potential Payments Upon Termination or Change-in-Control

    | | | | 68 | |

  114. Potential Payments Upon Termination or Change-in-Control

    The following table shows the amounts payable to the NEOs in the event their employment terminated at the end of the 2025 fiscal year due to their resignation, death, disability or retirement and the amounts payable under the Severance Plan, the Change-in-Control Agreements and the Long Term Incentive Plan if a change-in-control of the Company had occurred at the end of the 2025 fiscal year and/or the NEOs’ employment was terminated by the Company without Cause or by the NEO for Good Reason (in each case, as defined in the Change-in-Control Agreements) on January 30, 2026.

  115. Potential Payments Upon Termination or Change-in-Control

    | Name and Benefit | Voluntary Resignation ($) | Death ($) | Disability ($) | Retirement ($)(1) | Qualified Termination ($)(2) | Change-in- Control ($) | Change-in- Control and Qualifying Termination ($) | | Mr. Ellison | | | | | | | | | Severance(3) | — | — | — | — | 9,300,000 | — | 13,049,318 | | Stock Options(4) | — | 3,583,037 | 3,583,037 | — | — | — | 3,583,037 | | Restricted Stock Awards(4) | — | 13,723,679 | 13,723,679 | — | — | — | 13,723,679 | | Performance Share Units(5) | — | 17,726,642 | 17,726,642 | — | — | 17,726,642 | 17,726,642 | | Welfare Benefits(6) | — | — | — | — | — | — | 101,698 | | Total | — | 35,033,358 | 35,033,358 | — | 9,300,000 | 17,726,642 | 48,184,374 | | Mr. Sink | | | | | | | | | Severance(3) | — | — | — | — | 3,400,000 | — | 4,772,602 | | Stock Options(4) | — | 805,685 | 805,685 | — | — | — | 805,685 | | Restricted Stock Awards(4) | — | 4,187,234 | 4,187,234 | — | — | — | 4,187,234 | | Performance Share Units(5) | — | 4,006,434 | 4,006,434 | — | — | 4,006,434 | 4,006,434 | | Welfare Benefits(6) | — | — | — | — | 26,162 | — | 86,050 | | Total | — | 8,999,353 | 8,999,353 | — | 3,426,162 | 4,006,434 | 13,858,005 | | Mr. McFarland III | | | | | | | | | Severance(3) | — | — | — | — | 3,600,000 | — | 5,053,343 | | Stock Options(4) | — | 1,001,470 | 1,001,470 | — | — | — | 1,001,470 | | Restricted Stock Awards(4) | — | 5,180,163 | 5,180,163 | — | — | — | 5,180,163 | | Performance Share Units(5) | — | 4,851,412 | 4,851,412 | — | — | 4,851,412 | 4,851,412 | | Welfare Benefits(6) | — | — | — | — | 18,505 | — | 68,949 | | Total | — | 11,033,045 | 11,033,045 | — | 3,618,505 | 4,851,412 | 16,155,337 | | Mr. Boltz | | | | | | | | | Severance(3) | — | — | — | — | 3,600,000 | — | 5,053,343 | | Stock Options(4) | — | 993,088 | 993,088 | 993,088 | — | — | 993,088 | | Restricted Stock Awards(4) | — | 5,142,507 | 5,142,507 | 5,142,507 | — | — | 5,142,507 | | Performance Share Units(5) | — | 4,835,388 | 4,835,388 | 4,835,388 | — | 4,835,388 | 4,835,388 | | Welfare Benefits(6) | — | — | — | — | 29,909 | — | 106,077 | | Total | — | 10,970,983 | 10,970,983 | 10,970,983 | 3,629,909 | 4,835,388 | 16,130,403 | | Ms. Godbole | | | | | | | | | Severance(3) | — | — | — | — | 3,352,000 | — | 4,705,224 | | Stock Options(4) | — | 831,286 | 831,286 | — | — | — | 831,286 | | Restricted Stock Awards(4) | — | 4,307,945 | 4,307,945 | — | — | — | 4,307,945 | | Performance Share Units(5) | — | 4,059,045 | 4,059,045 | — | — | 4,059,045 | 4,059,045 | | Welfare Benefits(6) | — | — | — | — | 26,162 | — | 91,633 | | Total | — | 9,198,276 | 9,198,276 | — | 3,378,162 | 4,059,045 | 13,995,133 |

  116. Potential Payments Upon Termination or Change-in-Control

    (1)Mr. Boltz is the only NEO who was eligible for retirement as of the end of the fiscal year 2025. (2)For Mr. Ellison, this represents an involuntary termination of employment other than for Cause (as defined in his offer letter) and for each other NEO this represents a Qualified Termination under the Severance Plan. (3)The amounts presented are payable as follows: (i) in the case of a Qualified Termination, in equal installments in accordance with the Company’s payroll practices for 24 months and (ii) in the case of a Change-in-Control and Qualified Termination, in cash in a lump sum. (4)The amounts presented for the stock options and RSAs are equal to the values of the unvested in-the-money stock options and the RSAs that would become vested based on the closing market price of the common stock on January 30, 2026 of $267.06.

  117. Potential Payments Upon Termination or Change-in-Control

    | 2026 Proxy Statement | | | | 69 |

  118. Potential Payments Upon Termination or Change-in-Control

    (5)The amounts presented for the PSUs are the value for the 2023, 2024 and 2025 PSU awards that would be earned assuming estimated performance through January 30, 2026, and based on the closing market price of the common stock on January 30, 2026 of $267.06. (6)The costs for Welfare Benefits include the Company costs for continuing coverage in the case of a Qualified Termination over a period of 12 months, as well as the Company costs for outplacement of all NEOs except Mr. Ellison. In the case of a Change-in-Control and Qualified Termination, these amounts include costs to the Company and to the NEO and would be paid as a cash lump sum. Welfare Benefits costs in the case of death and disability are consistent with Company offerings for all employees.

  119. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”), of our median-paid associate and the Annual Total Compensation of our Chairman, President and Chief Executive Officer, Marvin R. Ellison. •For 2025, the Annual Total Compensation for Mr. Ellison, as reported in the Summary Compensation Table on page 61, was $21,581,889. •The Annual Total Compensation for 2025 for our median-paid associate, excluding Mr. Ellison, was $37,371. •Based on this information, for fiscal 2025, the ratio of the Annual Total Compensation of Mr. Ellison to the Annual Total Compensation of our median associate, a full-time hourly employee in the United States, was 578 to 1. The SEC rules for identifying the median-compensated associate and calculating the pay ratio based on that associate’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and employment and compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employee populations and employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify our median-compensated associate for 2025, in accordance with SEC rules we used the following methodology, material assumptions, adjustments and estimates: •We determined our employee population as of December 31, 2025, which was within the last three months of fiscal 2025 as required by the SEC rules. As of this date, we employed a total of approximately 266,000 associates, including those employed on a full-time, part-time or temporary basis, of which approximately 5,200 were employed outside of the United States. In calculating the pay ratio, under the de minimis exception we excluded our associates in: India (5,029), China (129), Costa Rica (27), Vietnam (10), and Taiwan (2), or 2.0% of our total global workforce. During fiscal year 2025, we completed the acquisitions of ADG and FBM. In accordance with Item 402(u)(4) of Regulation S-K, we excluded employees who joined the Company in connection with these acquisitions from the employee population used to identify the median- compensated associate and calculate the CEO pay ratio for fiscal year 2025. As of the acquisition dates, the excluded population consisted of approximately 11,000 employees in aggregate. •We compared 2025 W-2 wages of our employee population, annualizing pay for newly hired, non-seasonal associates, as our consistently applied compensation measure (the “Estimated Compensation”). Based on the Estimated Compensation of each associate, we then identified the median-compensated associate. •We then calculated the Annual Total Compensation of the median-compensated associate using the same methodology used for calculating Mr. Ellison’s Annual Total Compensation.

  120. CEO Pay Ratio

    | | | | 70 | |

  121. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides a summary of compensation actually paid, as defined under SEC rules, to the principal executive officer (the “CEO”), the average compensation actually paid to the other non-CEO NEOs (the “Other NEOs”), cumulative TSR for both the Company and the Pay Versus Performance Table peer group (the S&P Retailing Industry Group Index (the “S&P Retail Index”), consistent with Item 201(e) of Regulation S-K), net income and the Company-selected financial measure of operating income (as adjusted) for fiscal years 2025, 2024, 2023, 2022 and 2021.

  122. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ in millions) | Company- Selected Financial Measure: Operating Income (as adjusted) ($ in millions) | | | (1) | (2) | (3) | (4) | (5) | (6) | | (7) | | 2025 | 21,581,889 | 24,847,325 | 6,961,873 | 7,805,046 | 175.63 | 164.12 | 6,654 | 10,327 | | 2024 | 20,164,912 | 26,169,758 | 5,861,556 | 7,371,080 | 167.67 | 161.20 | 6,957 | 10,289 | | 2023 | 18,162,272 | 6,164,094 | 7,057,240 | 4,548,064 | 138.95 | 123.16 | 7,726 | 11,494 | | 2022 | 17,472,005 | 13,650,690 | 4,975,514 | (2,118,508) | 133.91 | 89.60 | 6,437 | 12,660 | | 2021 | 17,871,716 | 61,282,315 | 5,954,773 | 21,264,668 | 142.82 | 105.90 | 8,442 | 12,093 |

  123. Pay Versus Performance Table

    (1)Mr. Ellison has served as CEO for all years reported. The amount in this column is “Total” compensation for the CEO as reported in the Summary Compensation Table for the applicable fiscal year. (2)Compensation actually paid to the CEO is defined by the SEC to include not only actual take-home pay for the reported year, but also to include changes in the accounting fair value of vested and unvested equity awards. The equity-related values of compensation actually paid do not reflect compensation actually earned, realized or received by the NEOs. Equity award fair values were calculated at the applicable measurement date in accordance with FASB ASC Topic 718, and for outstanding PSU awards, reflect trending performance through fiscal year-end. See Note 11, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended January 30, 2026 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid is set forth in the CEO Compensation Actually Paid table below. The reconciliations for prior fiscal years are included in the Pay Versus Performance section of the proxy statements for our 2023, 2024 and 2025 Annual Meeting of Shareholders.

  124. Pay Versus Performance Table

    | CEO Compensation Actually Paid | 2025 ($) | | Summary Compensation Table — Total Compensation (a) | 21,581,889 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (16,743,362) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (a) | 22,512,189 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (499,778) | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (2,241,696) | | + Dividends Paid During Fiscal Year on Unvested Stock Awards | 238,083 | | = CEO Compensation Actually Paid (b) | 24,847,325 |

  125. Pay Versus Performance Table

    (a)None of the awards granted during the reported year vested in the year of grant. (b)The CEO was not eligible for any pension benefits.

  126. Pay Versus Performance Table

    | 2026 Proxy Statement | | | | 71 |

  127. Pay Versus Performance Table

    (3)The amount reported in this column is the average of “Total” compensation for the Other NEOs, as reported in the Summary Compensation Table for the applicable fiscal year. The names of the Other NEOs included for these purposes in each applicable year are as follows:

  128. Pay Versus Performance Table

    | Fiscal Year | Other NEOs | | 2025 | Brandon J. Sink, Joseph M. McFarland III, William P. Boltz and Seemantini Godbole | | 2024 | Brandon J. Sink, Joseph M. McFarland III, William P. Boltz and Seemantini Godbole | | 2023 | Brandon J. Sink, Joseph M. McFarland III, William P. Boltz and Juliette W. Pryor | | 2022 | David M. Denton (who resigned as the Company’s Executive Vice President, Chief Financial Officer, effective April 30, 2022), Brandon J. Sink (who replaced Mr. Denton as Executive Vice President, Chief Financial Officer, effective April 30, 2022), Joseph M. McFarland III, William P. Boltz and Seemantini Godbole | | 2021 | David M. Denton, Joseph M. McFarland III, William P. Boltz and Seemantini Godbole |

  129. Pay Versus Performance Table

    (4)Equity award fair values were calculated at the applicable measurement date in accordance with FASB ASC Topic 718, and, for outstanding PSU awards, reflect trending performance through fiscal year-end. See Note 11, “Share-Based Payments,” to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended January 30, 2026 for additional information about the Company’s accounting for share-based compensation arrangements, including the assumptions used in calculating the grant date fair values. A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid is set forth in the Other NEO Average Compensation Actually Paid table below. The reconciliations for prior fiscal years are included in the Pay Versus Performance section of the proxy statements for our 2023, 2024 and 2025 Annual Meeting of Shareholders.

  130. Pay Versus Performance Table

    | Other NEO Average Compensation Actually Paid | 2025 ($) | | Summary Compensation Table — Total Compensation | 6,961,873 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (5,111,666) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (a) | 6,661,974 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (131,897) | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (655,127) | | + Dividends Paid During Fiscal Year on Unvested Stock Awards | 79,889 | | = Other NEO Compensation Actually Paid (b) | 7,805,046 |

  131. Pay Versus Performance Table

    (a)None of the awards granted during the reported year vested in the year of grant. (b)The Other NEOs were not eligible for any pension benefits. (5)Company TSR reflects the year-end value assuming $100 was invested in Company stock at the market closing price on the last trading day of fiscal 2020, determined consistent with reporting requirements under Item 201(e) of Regulation S-K. Source: Bloomberg Total Return Analysis. For the relevant reporting year cumulative TSR performance reflects the periods as follows: 2025, fiscal years 2021-2025; 2024, fiscal years 2021-2024; 2023, fiscal years 2021-2023; 2022, fiscal years 2021-2022; 2021, fiscal year 2021. (6)Peer group TSR reflects the year-end value assuming $100 was invested in the S&P Retail Index at the market closing price on the last trading day of fiscal 2020, consistent with reporting requirements under Item 201(e) of Regulation S-K. For the relevant reporting year cumulative TSR performance reflects the periods as follows: 2025, fiscal years 2021-2025; 2024, fiscal years 2021-2024; 2023, fiscal years 2021-2023; 2022, fiscal years 2021-2022; 2021, fiscal year 2021. (7)Operating income for fiscal 2025 was adjusted for purposes of calculating annual incentive awards to adjust for $105 million in unbudgeted acquisition-related costs related to the ADG and FBM acquisitions as described on page 54. Operating income for fiscal 2024, 2023 and 2022 was adjusted for purposes of calculating annual incentive awards to exclude impacts associated with the Company’s sale of its Canadian retail business. The Compensation Committee did not make any adjustments to GAAP operating income under the annual incentive awards for fiscal year 2021.

  132. Pay Versus Performance Table

    | Most Important Performance Measures | | Sales | | Operating Income (as adjusted) | | Inventory Turnover | | Pro Sales Growth | | 3-year average ROIC | | 3-year relative TSR vs. S&P 500 companies |

  133. Pay Versus Performance Table

    | | | | 72 | |

  134. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance

  135. Measures in Table

    | Compensation Actually Paid (“CAP”) vs. TSR |