Form 4: Lowe's Director Richard Dreiling Increases Phantom Stock Holdings Through Deferred Compensation Plan

Lowe's Companies Inc. Director Richard W. Dreiling acquired 247.893 shares of phantom stock on June 30, 2025, as part of the company's Directors' Deferred Compensation Plan, increasing his total beneficial ownership to 18,337.265 phantom shares.

Summary

• Richard W. Dreiling, a Director at Lowe's Companies Inc. (LOW), acquired 247.893 shares of phantom stock.
• This acquisition occurred on June 30, 2025, and was a credit of deferred compensation.
• The phantom stock is part of the Issuer's Directors' Deferred Compensation Plan.
• Each phantom stock share is economically equivalent to one share of Lowe's common stock.
• The Reporting Person will receive the cash value of the phantom stock upon ceasing to be a director.
• The value of the phantom stock at the time of credit was $221.87 per share.
• Following this transaction, Dreiling's total beneficial ownership of phantom stock increased to 18,337.265 shares.
• The total beneficial ownership also includes credits for dividends.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates continued director alignment with shareholder interests through deferred compensation, which is a standard and expected practice.

Positives

• Director Richard W. Dreiling increased his beneficial ownership in Lowe's through the acquisition of 247.893 shares of phantom stock, aligning his interests further with shareholders.
• The transaction is a result of the company's Directors' Deferred Compensation Plan, indicating a structured approach to executive compensation and retention.

Future Outlook

The reporting person will become entitled to the cash value of the phantom stock upon ceasing to be a director of Lowe's Companies Inc.

Management Comments

• 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.

Industry Context

This transaction is a routine insider filing for deferred compensation, common across publicly traded companies, and does not reflect broader industry trends or competitive shifts within the retail home improvement sector.

Comparison to Industry Standards

• The use of phantom stock as a component of director compensation is a standard practice among large publicly traded companies, aligning director incentives with long-term shareholder value.
• The specific amount of phantom stock credited is consistent with compensation structures for non-executive directors at companies of similar market capitalization and industry, such as Home Depot or other large retailers, where deferred equity-based compensation is a common feature.

Related Party Transactions

• The acquisition of 247.893 shares of phantom stock by Director Richard W. Dreiling is a related party transaction, as it is part of the Issuer's Directors' Deferred Compensation Plan.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock by a director aligns their interests with shareholders, as the value of the phantom stock is tied to the company's common stock performance.

Next Steps

• The Reporting Person will receive the cash value of the phantom stock upon ceasing to be a director of Lowe's Companies Inc.

Key Dates

Recommendation

Keywords

Lowe's Companies Inc., LOW, Richard W. Dreiling, Director, SEC Form 4, Phantom Stock, Deferred Compensation, Insider Trading, Beneficial Ownership, Corporate Governance