Document

S-3ASR 1 lowes-sx3asr.htm S-3ASR Document

As filed with the Securities and Exchange Commission on August 28, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LOWE’S COMPANIES, INC.

(Exact name of registrant as specified in its charter)


North Carolina			56-0578072
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

1000 Lowes Boulevard

Mooresville, North Carolina 28117

(704) 758-1000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Juliette W. Pryor

Executive Vice President, Chief Legal Officer and Corporate Secretary

Lowe’s Companies, Inc.

1000 Lowes Boulevard

Mooresville, North Carolina 28117

(704) 758-1000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Alexander May

Jenner & Block LLP

353 N. Clark Street

Chicago, Illinois 60654

(312) 840-8659

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


			Page
SUMMARY OF KEY FEATURES OF THE LOWE’S STOCK ADVANTAGE DIRECT STOCK PURCHASE PLAN			1
RISK FACTORS			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
INFORMATION ABOUT LOWE’S			4
THE LOWE’S STOCK ADVANTAGE DIRECT STOCK PURCHASE PLAN			5
WHERE YOU CAN FIND MORE INFORMATION			16
INFORMATION INCORPORATED BY REFERENCE			16
USE OF PROCEEDS			18
LEGAL MATTERS			18
EXPERTS			18


Lowe’s Plan investment fees:
For each dividend reinvestment	5% of dividend, up to a maximum of $2.50 per transaction
For each check	5% of investment, up to a maximum of $2.50 per transaction
For each automatic debit	5% of investment, up to a maximum of $2.50 per transaction

Brokerage trading fees (applied if shares are traded on the open market):
Purchase fee (per share)		$	0.05	(1)
Sales fee (per share)		$	0.12	(1)

Fee on each sale of shares:
Market Order Sales		$	25.00
Batch Order Sales		$	25.00
Day Limit Order Sales		$	25.00
Good-Til-Cancelled Limit Order Sales		$	25.00

Sale requests processed over the telephone by a customer service representative will entail an additional transaction fee of $15.00 per transaction

Fee for returned check or rejected automatic deductions		$	35.00


Securities and Exchange Commission registration fee*	$	—
Legal fees and expenses	35,000
Accounting fees and expenses	30,000
Printing fees	1,900
Miscellaneous	5,000
Total	$	71,900


Exhibit No.						Description

4.1						Restated Charter of Lowe’s Companies, Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended July 31, 2009 (File No. 001-07898)).

4.2						Bylaws of Lowe’s Companies, Inc., as amended and restated November 11, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed November 16, 2022 (File No. 001-07898)).

5.1*						Opinion of Jenner & Block LLP.

10.1*						Lowe’s Stock Advantage Direct Stock Purchase Plan. Set forth in full in prospectus included as Part I of this registration statement.

15.1*						Deloitte & Touche LLP Letter re Unaudited Interim Financial Information.

23.1*						Consent of Deloitte & Touche LLP.

23.2*						Consent of Jenner & Block LLP (included in Exhibit 5.1).

24.1*						Power of Attorney (included on the signature pages to this registration statement).

107.1*						Calculation of Filing Fee Tables.


LOWE’S COMPANIES, INC.

By:			/s/ Juliette W. Pryor
			Juliette W. Pryor
			Executive Vice President, Chief Legal Officer and Corporate Secretary


Signature						Title

/s/ Marvin R. Ellison						Chairman, President and Chief Executive Officer (Principal Executive Officer)
Marvin R. Ellison

/s/ Brandon J. Sink						Executive Vice President, Chief Financial Officer (Principal Financial Officer)
Brandon J. Sink

/s/ Dan C. Griggs, Jr.						Senior Vice President, Tax and Chief Accounting Officer (Principal Accounting Officer)
Dan C. Griggs, Jr.

/s/ Raul Alvarez						Director
Raul Alvarez

/s/ Scott H. Baxter						Director
Scott H. Baxter

/s/ Sandra B. Cochran						Director
Sandra B. Cochran

/s/ Laurie Z. Douglas						Director
Laurie Z. Douglas

/s/ Richard W. Dreiling						Director
Richard W. Dreiling

/s/ Navdeep Gupta						Director
Navdeep Gupta

/s/ Brian C. Rogers						Director
Brian C. Rogers

/s/ Bertram L. Scott						Director
Bertram L. Scott

/s/ Lawrence Simkins						Director
Lawrence Simkins

/s/ Colleen Taylor						Director
Colleen Taylor

/s/ Mary Beth West						Director
Mary Beth West