Lowe’s Companies (NYSE: LOW) director Brian C. Rogers receives phantom stock grant

Rhea-AI Filing Summary

ROGERS BRIAN C reported acquisition or exercise transactions in this Form 4 filing.

LOWES COMPANIES INC director Brian C. Rogers received a grant of phantom stock units as deferred compensation. The award covers 117.371 phantom stock units, each economically equivalent to one share of common stock, and is credited to his deferred stock account under the company’s Directors’ Deferred Compensation Plan. Following this award, Rogers holds a total of 5,687.339 phantom stock units, which will be settled in cash based on their value after he ceases to be a director, and the balance includes credits for dividends.

Insights

Executive compensation analyst

Routine director deferred compensation via phantom stock units.

Director Brian C. Rogers received 117.371 phantom stock units as a grant under the Directors’ Deferred Compensation Plan. Footnotes state this represents deferred compensation and dividend credits, not an open-market transaction, and each unit is economically equivalent to one share of common stock.

The units are settled in cash after Rogers ceases to be a director, so there is no immediate cash flow and no voting rights from these units. Total phantom stock holdings rise to 5,687.339 units, illustrating accumulated deferred fees and reinvested dividends rather than a new investment decision in the market.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ROGERS BRIAN C

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	117.371	$213.00	$25K

Holdings After Transaction: Phantom Stock — 5,687.339 shares (Direct, null)

Footnotes (1)

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

Key Figures

Phantom stock units granted: 117.371 units Reference price per phantom unit: $213.0000 per unit Total phantom stock units after transaction: 5,687.339 units +2 more

5 metrics

Phantom stock units granted 117.371 units Grant/award acquisition of phantom stock on 2026-07-09

Reference price per phantom unit $213.0000 per unit Price per phantom stock unit associated with the 117.371-unit grant

Total phantom stock units after transaction 5,687.339 units Director’s phantom stock holdings following the reported grant

Underlying common shares 117.371 shares Each phantom stock unit is economically equivalent to one share of common stock

Conversion or exercise price $0.0000 Phantom stock units represent deferred compensation with no exercise price

Key Terms

Phantom Stock, Directors' Deferred Compensation Plan, deferred compensation

3 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Directors' Deferred Compensation Plan financial

"under the Issuer's Directors' Deferred Compensation Plan."

deferred compensation financial

"Represents the credit of deferred compensation to the Reporting Person's deferred stock account"

Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.

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Available on EDGAR 07/10/2026 - 04:20 PM Accepted by SEC EDGAR 07/10/2026 - 04:20 PM Learn about SEC filing dates

FAQ

What transaction did LOW (Lowe’s Companies) director Brian C. Rogers report?

Director Brian C. Rogers reported an acquisition of 117.371 phantom stock units. These units are part of his deferred compensation and are credited to his deferred stock account under the Directors’ Deferred Compensation Plan.

How many phantom stock units does Brian C. Rogers hold at Lowe’s (LOW) after this Form 4?

After the reported grant, Brian C. Rogers holds 5,687.339 phantom stock units. This balance reflects deferred compensation and dividend credits in his deferred stock account under Lowe’s Directors’ Deferred Compensation Plan.

What is phantom stock in the context of LOW’s Form 4 for Brian C. Rogers?

Each share of phantom stock is the economic equivalent of one share of common stock. Rogers becomes entitled to the cash value of these units when he ceases to be a director of Lowe’s Companies Inc.

Was Brian C. Rogers’ LOW Form 4 transaction a market buy or sell of common stock?

No. The Form 4 reports a grant/award acquisition of phantom stock as deferred compensation, not an open-market purchase or sale of Lowe’s common stock by Brian C. Rogers.

How is the value of Brian C. Rogers’ phantom stock units at LOW determined?

The filing shows a reference price of $213.0000 per phantom stock unit. Each unit is economically equivalent to one share of common stock, and Rogers receives the cash value after leaving the board.

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 NORTH CAROLINA 28117

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2026

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

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

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

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)	07/09/2026		A		117.371		(2)	(2)	Common Stock	117.371	$213	5,687.339(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	07/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)