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Item 9A. Controls and Procedures

2025-07-23 compared with 2024-07-24 · 45 added, 31 removed, 171 unchanged (31% of the section changed)

28 unchanged sentences

Changes in Internal Control over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated any change in our internal control over financial reporting that occurred during the quarter ended May 26, 2024.

During the third quarter of fiscal 2024, we transitioned certain central systems and functions, including order to cash, produce to deliver, source to pay, and inventory management, among others, in North America to a new enterprise resource planning (“ERP”) system, as part of our multi-year effort to upgrade our information systems and ERP infrastructure across the Company.

This implementation included changes to certain financial processes impacting key controls related to our internal controls over financial reporting.

We have updated our internal controls as appropriate in light of the system implementation and continue to monitor the impact of the implementation on our processes, procedures, and internal control over financial reporting.

Except as it may relate to the continued implementation of our new ERP system, there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended May 25, 2025, and determined that there were no changes in our internal control over financial reporting during the quarter ended May 25, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Cost Savings Program

We are reporting the following information for the purpose of providing disclosure required under Form 8-K Item 2.05 “Costs Associated with Exit or Disposal Activities.”

On July 23, 2025, we announced a Cost Savings Program which is expected to deliver at least $250 million of annualized run rate savings by the end of fiscal year 2028.

Approximately $200 million of these annualized cost savings are expected by fiscal year end 2027.

In addition, we expect to generate approximately $120 million of working capital improvements compared to current levels by the end of fiscal 2027.

In connection with the Cost Savings Program, we expect to recognize total pre-tax cash charges of $70 million to $100 million, most of which will be paid in fiscal year 2026, and $30 million of capital expenditures by fiscal 2028.

The program includes a reduction in operating expenses, including headcount reductions approximating 4% of the Company’s global workforce, which also reflects the elimination of certain unfilled job positions.

Insider Trading Arrangements

Our directors and officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

4 unchanged sentences

Information required by this Item 10 is included under the headings “Information About Our Executive Officers” and “Ethics and Governance” in Part 1, Item 1 of this Form 10-K, and will be included under the headings “Item 1.

Election of Directors,” “Corporate Governance – Code of Conduct and Code of Ethics for Senior Corporate Financial Officers,” “Corporate Governance – Delinquent Section 16(a) Reports,” and “Board Committees and Membership – Audit and Finance Committee” in our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on September 26, 2024 (the “2024 Proxy Statement”).

Election of Directors,” “Corporate Governance – Code of Conduct and Code of Ethics for Senior Corporate Financial Officers,” “Corporate Governance – Key Corporate Governance Practices – Insider Trading Policy,” and “Board Committees and Membership – Audit and Finance Committee” in our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on September 25, 2025 (the “2025 Proxy Statement”).

This information from the 2025 Proxy Statement is incorporated by reference into this Form 10-K.

We have adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the New York Stock Exchange.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

57 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 3.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on November 10, 2016 (File No.

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Lamb Weston Holdings, Inc., incorporated by reference to Exhibit 3.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on September 27, 2024 (File No.

3.3 Amended and Restated Bylaws of Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 3.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on March 24, 2023 (File No.

7 unchanged sentences

10.3 Amended and Restated Credit Agreement, dated as of May 3, 2024, among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders party thereto and AgWest Farm Credit, PCA, as administrative agent, incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on May 8, 2024 (File No.

10.4 First Amendment to Amended and Restated Credit Agreement, dated as of September 27, 2024, among Lamb Weston Holdings, Inc., the guarantors party ther e to, the lenders party ther e to and AgWest Farm Credit, PCA, as administrative agent, incorporated by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on September 27, 2024 (File No.

10.5 Facility Agreement, dated as of February 28, 2022, among Ulanqab Lamb Weston Food Co., Ltd., the financial institutions party thereto and HSBC Bank (China) Company Limited, Shanghai Branch, as the facility agent, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s, Current Report on Form 8-K filed on February 22, 2022 (File No.

12 unchanged sentences

10.12 Form of Lamb Weston Holdings, Inc.

Restricted Stock Unit Agreement (Stock-settled) (pre-July 21, 2021), incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 7, 2020 (File No.

10.12 Form of Lamb Weston Holdings, Inc.

Restricted Stock Unit Agreement (Stock-settled) (post-July 21, 2021), incorporated herein by reference to Exhibit 10.3 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 7, 2021 (File No.

10.13 Form of Lamb Weston Holdings, Inc.

Nonqualified Stock Option Agreement for Employees (post-March 2017), incorporated herein by reference to Exhibit 10.23 of Lamb Weston Holdings, Inc.’s Annual Report on Form 10-K filed on July 25, 2017 (File No.

10.13 Form of Lamb Weston Holdings, Inc.

Restricted Stock Unit Agreement for Non-Employee Directors, incorporated herein by reference to Exhibit 10.3 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on January 4, 2018 (File No.

Nonqualified Stock Option Agreement for Employees (post-July 2022), incorporated herein by reference to Exhibit 10.3 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 5, 2022 (File No.

10.14 Form of Lamb Weston Holdings, Inc.

Performance Share Agreement (pre-July 21, 2021), incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 7, 2020 (File No.

Restricted Stock Unit Agreement (Stock-settled) (FY 2023 – FY 2024), incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 5, 2022 (File No.

10.15 Form of Lamb Weston Holdings, Inc.

Performance Share Agreement (post-July 21, 2021), incorporated herein by reference to Exhibit 10.4 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 7, 2021 (File No.

Restricted Stock Unit Agreement (Stock-settled) (FY 2025), incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 2, 2024 (File No.

10.16 Form of Lamb Weston Holdings, Inc.

Nonqualified Stock Option Agreement for Non-Employee Directors, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on January 5, 2023 (File No.

10.17 Form of Lamb Weston Holdings, Inc.

Restricted Stock Unit Agreement (Stock-settled) (post-July 20, 2022), incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 5, 2022 (File No.

10.18 Form of Lamb Weston Holdings, Inc.

Performance Share Agreement (post-July 20, 2022), incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 5, 2022 (File No.

Performance Share Agreement (FY 2023 – FY2024), incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 5, 2022 (File No.

10.19 Form of Lamb Weston Holdings, Inc.

Nonqualified Stock Option Agreement for Employees (post-July 20, 2022), incorporated herein by reference to Exhibit 10.3 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 5, 2022 (File No.

Performance Share Agreement (FY 2025), incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 2, 2024 (File No.

10.20 Form of Lamb Weston Holdings, Inc.

2 unchanged sentences

and Bernadette Madarieta, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on May 25, 2021 (File No.

10.22 Letter Agreement, dated as of December 18, 2024, between Lamb Weston Holdings, Inc.

and Michael J.

Smith, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.'s Current Report on Form 8-K filed on December 23, 2024 (File No.

10.23 Transition and Separation Agreement, dated as of December 23, 2024, between Lamb Weston Holdings, Inc.

and Thomas P.

Werner, incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.'s Current Report on Form 8-K filed on December 23, 2024 (File No.

10.24 Separation Agreement, dated January 7, 2025, between Lamb Weston Holdings, Inc.

and Sharon Miller*

10.25 Cooperation Agreement, by and among Lamb Weston Holdings, Inc., JANA Partners Management LP, and Continental Grain Company dated June 30, 2025, incorporated herein by reference to Exhibit 10.1 of Lamb Weston Holding Inc.’s Current Report on Form 8-K filed on June 30, 2025 (File No.

19.1 Lamb Weston Holdings, Inc.

Insider Trading Policy

Insider Trading Policy, incorporated herein by reference to Exhibit 19.1 of Lamb Weston Holdings, Inc.’s Annual Report on Form 10-K filed on July 24, 2024 (File No.

21.1 Subsidiaries of Lamb Weston Holdings, Inc.

5 unchanged sentences

97.1 Lamb Weston Holdings, Inc.

Compensation Recoupment Policy, dated October 2, 2023

Compensation Recoupment Policy, dated October 2, 2023 , incorporated herein by reference to Exhibit 97.1 of Lamb Weston Holdings, Inc.'s Annual Report on Form 10-K filed on July 24, 2024 (File No.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

16 unchanged sentences

Signature Title Date

/s/ THOMAS P.

WERNER President and Chief Executive Officer and Director

/s/ MICHAEL J.

SMITH President and Chief Executive Officer and Director

(Principal Executive Officer)

6 unchanged sentences

JONES Vice President and Controller (Principal Accounting Officer) July 23, 2025

/s/ BRADLEY A.

ALFORD Director July 23, 2025

BENSEN Director July 23, 2025

/s/ CHARLES A.

BLIXT Director July 24, 2024

/s/ ROBERT J.

2 unchanged sentences

HAWAUX Director July 23, 2025

/s/ WILLIAM G.

JURGENSEN Director July 24, 2024

/s/ RUTH KIMMELSHUE Director July 23, 2025

Ruth Kimmelshue

/s/ LAWRENCE E.

KURZIUS Director July 23, 2025

MAASS Director July 23, 2025

/s/ TIMOTHY R.

MCLEVISH Director July 23, 2025

MODDELMOG Director July 23, 2025

/s/ ROBERT A.

NIBLOCK Director July 24, 2024

/s/ MARIA RENNA SHARPE Director July 24, 2024

Maria Renna Sharpe

/s/ SCOTT OSTFELD Director July 23, 2025

Scott Ostfeld

/s/ NORMAN PRESTAGE Director July 23, 2025

Norman Prestage

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures