Lowe's Companies (LOW) director adds phantom stock under deferred plan

Rhea-AI Filing Summary

Lowe's Companies director reports deferred compensation in phantom stock

A Lowe's Companies Inc. director, Brian C. Rogers, reported a Form 4 transaction dated 12/31/2025 involving the company's deferred compensation program. He acquired 103.666 units of phantom stock at a price of $241.16 per unit, bringing his total beneficially owned phantom stock to 5,411.024 units held directly.

The phantom stock represents deferred compensation credited to his deferred stock account under the Lowe's Directors' Deferred Compensation Plan. Each unit is the economic equivalent of one share of Lowe's common stock, and the director becomes entitled to the cash value of these units when he ceases to be a director. The reported balance includes dividend credits added to the deferred stock account.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROGERS BRIAN C

(Last) (First) (Middle)

1000 LOWES BOULEVARD

(Street)

MOORESVILLE NC 28117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LOWES COMPANIES INC [ LOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock(1)	(2)	12/31/2025		A		103.666		(2)	(2)	Common Stock	103.666	$241.16	5,411.024(3)	D

Explanation of Responses:

1. Represents the credit of deferred compensation to the Reporting Person's deferred stock account under the Issuer's Directors' Deferred Compensation Plan.

2. Each share of phantom stock is the economic equivalent of one share of common stock. The Reporting Person becomes entitled to the cash value of the phantom stock upon ceasing to be a director of the Issuer.

3. Includes the credit of dividends to the Reporting Person's deferred stock account under the Issuer's Directors' Deferred Compensation Plan.

Remarks:

	By: /s/ Sandra Felton by power of attorney for: Brian C. Rogers	01/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did LOW director Brian C. Rogers report?

Brian C. Rogers, a director of Lowe's Companies Inc. (LOW), reported acquiring 103.666 units of phantom stock on 12/31/2025 under the company's Directors' Deferred Compensation Plan.

How many phantom stock units does the LOW director own after this transaction?

Following the reported transaction, Brian C. Rogers beneficially owns 5,411.024 units of phantom stock, held in his deferred stock account.

What is phantom stock in the context of Lowe's (LOW) director compensation?

Each phantom stock unit is the economic equivalent of one share of Lowe's common stock. The director becomes entitled to receive the cash value of the phantom stock when he ceases to be a director.

What price was used for the phantom stock credited to the LOW director?

The phantom stock units credited to Brian C. Rogers on 12/31/2025 were recorded at a price of $241.16 per unit, as shown in the derivative securities table.

Does the LOW director’s phantom stock account include dividend credits?

Yes. The filing states that the reported balance includes the credit of dividends to the director's deferred stock account under the Directors' Deferred Compensation Plan.

When will the LOW director receive payment for his phantom stock units?

The filing explains that the director becomes entitled to the cash value of the phantom stock upon ceasing to be a director of Lowe's Companies Inc.