Item 1.01 Conclusion of a Material Definitive Agreement

At September 20, 2021, Lowe Enterprises, Inc. (the “Company”) issued a total of $ 2.0 billion unsecured notes, consisting of $ 1.0 billion
total principal amount of its 1.700% notes due September 15, 2028 (the “2028 Tickets”) and $ 1.0 billion total principal amount of its 2.800% notes due
September 15, 2041 (the “2041 Notes” and, together with the 2028 Notes, the “Notes”). The Company received net proceeds, after subscription fees and discount, of approximately $ 1.981 billion from the issuance of the tickets.

The Notes are governed by and were issued pursuant to the terms of an Amended and Restated Trust Indenture dated December 1, 1995 (the “Basic Deed”), between the Company and National Association of American Banks, as successor trustee (the “Trustee”), as supplemented by a nineteenth supplemental trust indenture, dated September 20, 2021, between the Company and the Trustee (the “Nineteenth Supplementary Trust Deed” and, the Basic Trust Deed supplemented by the Nineteenth Supplementary Trust Deed, the “Trust Deed”).

The Notes are unsecured obligations and rank pari passu with current and future senior unsecured indebtedness of the Company. The deed contains restrictive covenants restricting the issuance of debt securities by the subsidiaries of the Company, but does not prevent the Company from incurring additional debt. Each series of Notes is a new issue of securities with no established trading market. The Company does not intend to request the listing of any series of Notes on a stock exchange or the listing of such Notes on an automated brokerage quotation system.

The 2028 Bonds will mature on September 15, 2028 and the 2041 Notes will expire on September 15, 2041, in each case, unless they are redeemed or redeemed earlier by the Company. The 2028 Notes will bear interest at the rate of 1.700% per annum and the 2041 Notes will bear interest at the rate of 2.800% per annum. The Company will pay interest on the Semi-Annual Notes in arrears on March 15 and
September 15th, starting March 15, 2022. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Payments of principal and interest to right holders by book entry will be made in accordance with the procedures for The custodian trust company and its participants in effect from time to time.

At any time before the date that is two months (in relation to the 2028 Notes) or six months (in relation to the 2041 Notes) before the applicable Maturity Date for that series of Notes, the Notes of each series will be redeemable, in full at any time or in part from time to time, at the option of the Company, at a redemption price, which will be calculated by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values ​​of the remaining expected payments of principal and interest on these Notes which, without the redemption, would be due after the corresponding redemption date up to the date of call to par applicable to the ” with respect to the series of Notes being redeemed, assuming that such Notes mature on the applicable call date (excluding any part of such accrued interest payments on the redemption date) , updated on the repayment date on a half-yearly (assuming a 360-day year consisting of twelve 30-da y months) at the Cash Rate (as defined in the Nineteenth Supplementary Act), increased by 10 basis points for the 2028 Notes and 15 basis points for the 2041 Notes; plus, in each case, accrued and unpaid interest up to, but excluding, the date of repayment.

From the date that is two months (with respect to the 2028 Notes) or six months (with respect to the 2041 Notes) before the applicable Maturity Date for that series of Notes, the 2028 Notes and the 2041 Notes will be repayable, in whole at any time or in part from time to time, at the option of the Company, at par plus accrued and unpaid interest up to, but excluding, the date of repayment.

In addition, in the event of a change of control triggering event (as defined in the Nineteenth Supplementary Deed of Membership), Noteholders may require the Company to redeem all or part of their Notes from a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such Notes on the date of purchase (unless the Company has exercised its right to redeem the Notes).

The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are attached as Exhibits 4.1 to 4.4 and incorporated. herein by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of a registrant.

The information required by this section and included in section 1.01 above is incorporated by reference in this section 2.03.

Article 8.01 Other events.

At September 13, 2021, the Company has entered into a bought deal agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Goldman Sachs & Co. LLC,
Wells Fargo Securities, LLC and US Bancorp Investments, Inc. as representatives of the several Underwriters named herein (together, the “Underwriters”), to sell to the Underwriters, who have individually agreed to purchase, the Notes. The Notes have been registered under the Securities Act of 1933, as amended, in accordance with the Company’s registration statement on Form S-3 (File No. 333-258108) filed with the Security and Trade Commission to July 23, 2021.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed attached as Exhibit 1.1 and incorporated herein. by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.



1.1       Underwriting Agreement, dated as of September 13, 2021, among Barclays
        Capital Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and
        U.S. Bancorp Investments, Inc., as representatives of the several
        underwriters named therein.

4.1       Amended and Restated Indenture, dated as of December 1, 1995, between
        Lowe's Companies, Inc. and U.S. Bank National Association (as successor
        trustee) (incorporated by reference to Exhibit 4.1 to the Current Report
        on Form 8-K filed December 15, 1995).

4.2       Nineteenth Supplemental Indenture, dated as of September 20, 2021,
        between Lowe's Companies, Inc. and U.S. Bank National Association (as
        successor trustee).

4.3       Form of 1.700% Notes due September 15, 2028 (included in Exhibit 4.2).


4.4       Form of 2.800% Notes due September 15, 2041 (included in Exhibit 4.2).


5.1       Opinion of Moore & Van Allen PLLC.

5.2       Opinion of Cleary Gottlieb Steen & Hamilton LLP.

23.1      Consent of Moore & Van Allen PLLC (included in Exhibit 5.1).

23.2      Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
        5.2).

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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