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Item 1. Financial Statements

2025-12-19 compared with 2025-09-30 · 206 added, 100 removed, 386 unchanged (44% of the section changed)

3 unchanged sentences

(unaudited, in millions, except per share amounts)

Thirteen Weeks Ended

2025 August 25,

Thirteen Weeks Ended Twenty-Six Weeks Ended

2025 November 24,

2024 November 23,

2025 November 24,

Net sales $ 1,618.1 $ 1,600.9 $ 3,277.3 $ 3,255.0

5 unchanged sentences

Interest expense, net 44.3 43.3 88.0 88.5

Income before income taxes and equity method earnings 112.8 166.9

Income (loss) before income taxes and equity method earnings 94.9 ( 24.8 ) 207.7 142.1

Income tax expense 36.0 13.4 83.9 64.2

Equity method investment earnings (loss) ( 0.6 ) 11.3

Net income $ 64.3 $ 127.4

Equity method investment earnings 3.2 2.1 2.6 13.4

Net income (loss) $ 62.1 $ ( 36.1 ) $ 126.4 $ 91.3

Earnings per share:

9 unchanged sentences

Thirteen weeks ended

August 24, 2025 Thirteen weeks ended

August 25, 2024

November 23, 2025 Thirteen weeks ended

November 24, 2024

Benefit After-Tax

1 unchanged sentence

Benefit After-Tax

Net income (loss) $ 98.1 $ ( 36.0 ) $ 62.1 $ ( 22.7 ) $ ( 13.4 ) $ ( 36.1 )

Other comprehensive income (loss):

Unrealized pension and post-retirement benefit obligations loss ( 0.1 ) — ( 0.1 ) — — —

Unrealized currency translation losses ( 19.4 ) — ( 19.4 ) ( 117.8 ) 1.1 ( 116.7 )

Other — — — ( 0.1 ) — ( 0.1 )

Comprehensive income (loss) $ 78.6 $ ( 36.0 ) $ 42.6 $ ( 140.6 ) $ ( 12.3 ) $ ( 152.9 )

Twenty-Six Weeks Ended

November 23, 2025 Twenty-Six Weeks Ended

November 24, 2024

Benefit After-Tax

Amount Pre-Tax

Benefit After-Tax

Net income $ 210.3 $ ( 83.9 ) $ 126.4 $ 155.5 $ ( 64.2 ) $ 91.3

1 unchanged sentence

Unrealized pension and post-retirement benefit obligations gain (loss) 6.2 ( 1.0 ) 5.2 ( 0.2 ) — ( 0.2 )

Unrealized currency translation gains 41.3 — 41.3 56.6 ( 0.6 ) 56.0

Unrealized currency translation gains (losses) 21.9 — 21.9 ( 61.2 ) 0.5 ( 60.7 )

Other — — — ( 0.3 ) 0.1 ( 0.2 )

4 unchanged sentences

(unaudited, dollars in millions, except share data)

August 24, 2025 May 25, 2025

November 23, 2025 May 25, 2025

Current assets:

37 unchanged sentences

(unaudited, dollars in millions, except share and per share data)

Thirteen Weeks Ended August 24, 2025 and August 25, 2024

Thirteen Weeks Ended November 23, 2025 and November 24, 2024

Common Stock,

9 unchanged sentences

Stockholders’

Balance at May 25, 2025 139,237,760 $ 151.4 $ ( 838.0 ) $ ( 479.1 ) $ 2,848.9 $ 54.5 $ 1,737.7

Balance at August 24, 2025 139,335,411 $ 151.8 $ ( 856.7 ) $ ( 468.2 ) $ 2,861.8 $ 101.1 $ 1,789.8

Dividends declared, $ 0.37 per share

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Other — — ( 0.3 ) 0.7 ( 0.6 ) — ( 0.2 )

Comprehensive income — — — — 64.3 46.6 110.9

Comprehensive income (loss) — — — — 62.1 ( 19.5 ) 42.6

Balance at November 23, 2025 138,879,465 $ 152.0 $ ( 897.4 ) $ ( 453.7 ) $ 2,871.9 $ 81.6 $ 1,754.4

Balance at August 25, 2024 142,595,357 $ 151.3 $ ( 633.7 ) $ ( 499.0 ) $ 2,775.3 $ 42.8 $ 1,836.7

Dividends declared, $ 0.36 per share

— — — — ( 51.3 ) — ( 51.3 )

Common stock issued 54,070 — — — — — —

Stock-settled, stock-based compensation expense — — — 12.3 — — 12.3

Repurchase of common stock and common stock withheld to cover taxes ( 8,791 ) — ( 0.7 ) — — — ( 0.7 )

Other — — — ( 10.6 ) ( 0.7 ) — ( 11.3 )

Comprehensive loss — — — — ( 36.1 ) ( 116.8 ) ( 152.9 )

Balance at November 24, 2024 142,640,636 $ 151.3 $ ( 634.4 ) $ ( 497.3 ) $ 2,687.2 $ ( 74.0 ) $ 1,632.8

Twenty-Six weeks ended November 23, 2025 and November 24, 2024

Common Stock,

net of Treasury

Shares Common

Amount Treasury

Amount Additional

(Distributed)

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

Balance at May 25, 2025 139,237,760 $ 151.4 $ ( 838.0 ) $ ( 479.1 ) $ 2,848.9 $ 54.5 $ 1,737.7

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Comprehensive income — — — — 126.4 27.1 153.5

Balance at August 25, 2024 142,595,357 $ 151.3 $ ( 633.7 ) $ ( 499.0 ) $ 2,775.3 $ 42.8 $ 1,836.7

Balance at November 23, 2025 138,879,465 $ 152.0 $ ( 897.4 ) $ ( 453.7 ) $ 2,871.9 $ 81.6 $ 1,754.4

Balance at May 26, 2024 143,666,656 $ 150.7 $ ( 540.9 ) $ ( 508.9 ) $ 2,699.8 $ ( 12.9 ) $ 1,787.8

Dividends declared, $ 0.72 per share

— — — — ( 102.9 ) — ( 102.9 )

Common stock issued 574,564 0.6 — ( 0.6 ) — — —

Stock-settled, stock-based compensation expense — — — 21.8 — — 21.8

Repurchase of common stock and common stock withheld to cover taxes ( 1,600,584 ) — ( 92.9 ) — — — ( 92.9 )

Other — — ( 0.6 ) ( 9.6 ) ( 1.0 ) — ( 11.2 )

Comprehensive income (loss) — — — — 91.3 ( 61.1 ) 30.2

Balance at November 24, 2024 142,640,636 $ 151.3 $ ( 634.4 ) $ ( 497.3 ) $ 2,687.2 $ ( 74.0 ) $ 1,632.8

See Condensed Notes to Consolidated Financial Statements.

2 unchanged sentences

(unaudited, dollars in millions)

Thirteen Weeks Ended

2025 August 25,

Twenty-Six Weeks Ended

2025 November 24,

Cash flows from operating activities

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Additions to other long-term assets ( 0.7 ) ( 31.7 )

Proceeds from sale of property, plant and equipment 14.7 1.5

Proceeds from blue chip swap transactions, net of purchases — 19.9

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Basis of Presentation

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen weeks ended August 24, 2025 and August 25, 2024, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen and twenty-six weeks ended November 23, 2025 and November 24, 2024, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).

These consolidated financial statements are unaudited and include all adjustments that we consider necessary for a fair presentation of such financial statements and consist only of normal recurring adjustments.

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We are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40):

Targeted Improvements to Accounting for Internal-Use Software.

This guidance provides criteria that must be met for entities to capitalize software development costs and factors to consider if there is significant uncertainty associated with the development activities of software.

This guidance is effective for our annual reporting periods beginning with fiscal 2029 and interim periods within that fiscal year.

Early adoption is permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

There were no other accounting pronouncements recently issued that had or are expected to have a material impact on our consolidated financial statements.

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The following table sets forth the computation of basic and diluted earnings per common share for the periods presented:

Thirteen Weeks Ended

(in millions, except per share amounts) August 24,

2025 August 25,

Net income $ 64.3 $ 127.4

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions, except per share amounts) November 23,

2025 November 24,

2024 November 23,

2025 November 24,

Net income (loss) $ 62.1 $ ( 36.1 ) $ 126.4 $ 91.3

Basic weighted average common shares outstanding 139.4 142.8 139.4 143.2

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(a) Potential dilutive shares of common stock under employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance awards.

As of August 24, 2025 and August 25, 2024, 1.7 million and 0.8 million, respectively, shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

As of November 23, 2025 and November 24, 2024, we excluded 1.0 million and 0.6 million, respectively, of shares of stock-based awards from the computation of diluted earnings per share because they would be antidilutive.

Income tax expense for the periods presented were as follows:

Thirteen Weeks Ended

(in millions) August 24,

2025 August 25,

Income before income taxes and equity method earnings $ 112.8 $ 166.9

Equity method investment earnings (loss) ( 0.6 ) 11.3

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 23,

2025 November 24,

2024 November 23,

2025 November 24,

Income (loss) before income taxes and equity method earnings $ 94.9 $ ( 24.8 ) $ 207.7 $ 142.1

Equity method investment earnings $ 3.2 $ 2.1 $ 2.6 $ 13.4

Income tax expense $ 36.0 $ 13.4 $ 83.9 $ 64.2

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state taxes, foreign taxes and currency, permanent differences, and discrete items.

Compared to the thirteen weeks ended August 25, 2024, the effective tax rate is higher primarily due to having a larger proportion of losses in certain jurisdictions with no expected tax benefits.

In addition, the thirteen weeks ended August 24, 2025 included $ 10.2 million of discrete tax expense, primarily related to the establishment of a full valuation allowance against certain international deferred tax assets.

Income Taxes Paid

Income taxes paid, net of refunds, were $ 9.7 million and $ 6.0 million during the thirteen weeks ended August 24, 2025 and August 25, 2024, respectively.

Income taxes paid, net of refunds, were $ 69.9 million and $ 86.4 million during the twenty-six weeks ended November 23, 2025 and November 24, 2024, respectively.

RESTRUCTURING

Restructuring expense includes charges from the Cost Savings Program, and the Company’s restructuring plan announced on October 1, 2024 (the “Restructuring Plan”, collectively referred to as the “Plans”).

We expect to recognize total pre-tax cash charges of $ 70 million to $ 100 million, most of which will be paid in fiscal 2026, related to the Cost Savings Program.

The charges in the first fiscal quarter of 2026 largely relate to professional service fees and employee severance and other one-time termination benefits related to headcount reductions.

In connection with the Restructuring Plan, we have recognized $ 187.6 million of pre-tax charges since it was announced.

We do not expect any future costs in connection with the Restructuring Plan at this time.

For the thirteen weeks ended August 24, 2025, we recorded $ 31.9 million of pre-tax charges related to the Plans, all of which were cash charges.

(in millions) Thirteen Weeks Ended August 24, 2025

Expenses related to:

(a) Restructuring Plan Cost Savings Program Total

Accelerated depreciation, retirement of assets, and other plant charges (b) $ 1.8 $ — $ 1.8

We announced a cost savings program (the “Cost Savings Program”) in July 2025 and a restructuring plan (the “Restructuring Plan”) in October 2024, (collectively referred to as the “Plans”).

Items classified as “Restructuring expense” on our Consolidated Statement of Earnings that were incurred in fiscal 2026 primarily relate to the Cost Savings Program while expenses incurred in fiscal 2025 relate solely to the Restructuring Plan.

We do not expect any future costs in connection with the Restructuring Plan.

Costs associated with these initiatives are presented in the table below.

We expect to recognize total pre-tax cash charges of $ 70 million to $ 100 million, most of which will be recognized in fiscal 2026, related to the Cost Savings Program.

The charges in the thirteen and twenty-six weeks ended November 23, 2025 largely relate to professional service fees and employee severance and other one-time termination benefits related to headcount reductions.

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 23,

2025 November 24,

2024 November 23,

2025 November 24,

Cost Savings Program and Restructuring Plan expenses related to:

Accelerated depreciation, retirement of assets, and other plant charges (a) $ — $ 45.8 $ 1.8 $ 45.8

Potato contract terminations (b) — 64.7 — 64.7

Inventory write-off (b) — 19.8 — 19.8

Employee-related costs (c) 0.9 16.2 9.0 16.2

Professional services and other — 22.0 22.0

Professional services and other (d) 13.2 12.6 35.2 12.6

$ 14.1 $ 159.1 $ 46.0 $ 159.1

___________________________________________

(a) These charges were included in Cost of sales and Restructuring expense in the Company’s Consolidated Statement of Earnings.

They are included as “ unallocated corporate costs ” before being reconciled in the Segment Adjusted EBITDA to Net income table in Note 13, Segments, of these Condensed Notes to the Consolidated Financial Statements.

(b) In the thirteen weeks ended August 24, 2025, all expenses relate to plant charges.

(c) Includes employee severance and other one-time termination benefits related to reductions in headcount under the Cost Savings Program.

Accruals remaining under the Plans are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at August 24, 2025.

The following is a roll-forward of restructuring activity:

(a) Includes charges related to accelerating depreciation of the manufacturing facility permanently closed under the Restructuring Plan, other asset retirements, and plant charges.

(b) Includes the cost of contracted raw potatoes that were not used due to curtailed production and the write-off of inventories, including spare parts, related to the production curtailment under the Restructuring Plan.

(c) Includes employee severance and other one-time termination benefits related to reductions in headcount under the Plans.

(d) Includes professional services and other charges related to the Plans.

The following amounts related to the Plans are included within the following financial statement captions in the Company’s Consolidated Statements of Earnings:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 23,

2025 November 24,

2024 November 23,

2025 November 24,

Cost Savings Program and Restructuring Plan expenses included in:

Cost of sales $ — $ 75.5 $ ( 0.4 ) $ 75.5

Restructuring expense 14.1 74.6 46.4 74.6

Equity method investment earnings — 9.0 — 9.0

$ 14.1 $ 159.1 $ 46.0 $ 159.1

Accruals remaining under the Plans are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at November 23, 2025.

The following is a roll-forward of accrued restructuring liabilities related to the Plans:

(in millions) Restructuring Plan Cost Savings Program Total

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Payments ( 23.3 ) ( 32.1 ) ( 55.4 )

Accrued restructuring liability, August 24, 2025 $ 4.4 $ 22.9 $ 27.3

Accrued restructuring liability, November 23, 2025 $ — $ 12.1 $ 12.1

Inventories are valued at the lower of cost (determined using the first-in, first-out method) or net realizable value and include all costs directly associated with manufacturing products:

1 unchanged sentence

The components of inventories were as follows:

(in millions) August 24,

(in millions) November 23,

Raw materials and packaging $ 312.5 $ 171.5

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The components of property, plant and equipment were as follows:

(in millions) August 24,

(in millions) November 23,

Land and land improvements $ 209.1 $ 191.6

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Property, plant and equipment, net $ 3,652.9 $ 3,687.9

At August 24, 2025 and May 25, 2025, purchases of property, plant and equipment included in accounts payable were $ 57.0 million and $ 85.4 million, respectively.

Below is a breakdown of depreciation and amortization between cost of sales (“COS”) and selling, general and administrative expenses (“SG&A”) for the thirteen weeks ended August 24, 2025 and August 25, 2024.

Thirteen Weeks Ended

(in millions) August 24,

2025 August 25,

At November 23, 2025 and May 25, 2025, purchases of property, plant and equipment included in accounts payable were $ 59.1 million and $ 85.4 million, respectively.

The table below presents a breakdown of depreciation and amortization between Cost of sales (“COS”) and Selling, general and administrative expense (“SG&A”) for the thirteen and twenty-six weeks ended November 23, 2025 and November 24, 2024.

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in millions) November 23,

2025 November 24,

2024 November 23,

2025 November 24,

Depreciation - COS $ 86.2 $ 79.6 $ 168.9 $ 158.1

Depreciation - SG&A 3.2 3.7 6.7 7.0

Depreciation - Restructuring expense (a) — 28.9 — 28.9

$ 89.4 $ 112.2 $ 175.6 $ 194.0

Amortization $ 7.9 $ 7.2 $ 15.9 $ 14.7

Interest capitalized within construction in progress for the thirteen weeks ended August 24, 2025 and August 25, 2024, was $ 5.4 million and $ 6.7 million, respectively .

Interest capitalized within construction in progress for the thirteen weeks ended November 23, 2025 and November 24, 2024, was $ 1.6 million and $ 8.2 million, respectively;

and $ 7.0 million and $ 14.9 million for the twenty-six weeks ended November 23, 2025 and November 24, 2024, respectively.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The following table presents changes in goodwill balances, by segment, for the thirteen weeks ended August 24, 2025:

The following table presents changes in goodwill balances, by segment, for the twenty-six weeks ended November 23, 2025:

(in millions) North America International Total

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Foreign currency translation adjustment 6.5 2.8 9.3

Balance at August 24, 2025 $ 769.5 $ 344.2 $ 1,113.7

Balance at November 23, 2025 $ 759.7 $ 339.8 $ 1,099.5

Other identifiable intangible assets were as follows:

August 24, 2025 May 25, 2025

November 23, 2025 May 25, 2025

(in millions, except useful lives) Weighted

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The components of other assets were as follows:

(in millions) August 24,

(in millions) November 23,

Capitalized software costs $ 192.3 $ 208.7

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The components of accrued liabilities were as follows:

(in millions) August 24,

(in millions) November 23,

Compensation and benefits $ 120.1 $ 104.5

1 unchanged sentence

Dividends payable to shareholders 51.4 51.7

Taxes payable 46.7 37.3

Accrued interest 35.0 36.3

Taxes payable 27.2 37.3

Current portion of operating lease obligations 26.1 23.9

Plant utilities and accruals 21.5 23.0

Plant accruals 20.4 23.0

Derivative liabilities and payables 6.1 7.0

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The components of our debt, including financing obligations, were as follows:

(in millions) August 24, 2025 May 25, 2025

(in millions) November 23, 2025 May 25, 2025

Amount Interest Rate Amount Interest Rate

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We have received and expect to continue receiving patronage dividends under these term loan facilities.

(c) Excludes debt issuance costs of $ 3.7 million and $ 3.9 million as of August 24, 2025 and May 25, 2025, respectively, related to our Revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of August 24, 2025, we had $ 1,318.4 million of available liquidity under our committed revolving credit facility.

For the thirteen weeks ended August 24, 2025 and August 25, 2024, we paid $ 62.3 million and $ 56.7 million of interest on debt, respectively.

(c) Excludes debt issuance costs of $ 3.4 million and $ 3.9 million as of November 23, 2025 and May 25, 2025, respectively, related to our Revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of November 23, 2025, we had $ 1,350.3 million of available liquidity under our committed revolving credit facility.

For the twenty-six weeks ended November 23, 2025 and November 24, 2024, we paid $ 100.5 million and $ 97.1 million of interest on debt, respectively.

For more information about our debt and financing obligations, interest rates, and debt covenants, see Note 8, Debt and Financing Obligations, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

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The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall:

As of August 24, 2025

As of November 23, 2025

(in millions) Level 1 Level 2 Level 3 Fair Value

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___________________________________________

(a) Derivative assets and liabilities included in Level 2 primarily represent commodity swaps, option contracts, interest rate swap and currency contracts.

(a) Derivative assets and liabilities included in Level 2 primarily represent commodity swaps, option contracts, interest rate swaps and currency contracts.

The fair value of these derivatives were determined using valuation models that use market observable inputs including both forward and spot prices.

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Deferred compensation liabilities are primarily presented within “Other noncurrent liabilities” on our Consolidated Balance Sheets.

As of August 24, 2025, we had $ 2,966.3 million of fixed-rate and $ 1,012.7 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,888 million as of August 24, 2025.

As of November 23, 2025, we had $ 2,956.0 million of fixed-rate and $ 973.0 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,885 million as of November 23, 2025.

Any differences between the book value and fair value are due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt.

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Share Repurchase Program

Our Board of Directors (the “Board”) authorized a program, with no expiration date, to repurchase up to $ 750.0 million of our common stock.

During the thirteen weeks ended August 24, 2025, we repurchased 187,259 shares of our common stock for an aggregate purchase price of $ 10.4 million, or a weighted-average price of $ 55.34 per share.

As of August 24, 2025, approximately $ 348 million remained authorized for repurchase under our share repurchase program.

During the thirteen weeks ended August 24, 2025, we paid $ 51.7 million of cash dividends to our common stockholders.

In addition, on August 29, 2025, we paid $ 51.6 million of cash dividends to common stockholders of record as of the close of business on August 1, 2025.

On September 25, 2025, the Board declared a cash dividend of $ 0.37 per

share of our common stock.

This dividend will be paid on November 28, 2025, to common stockholders of record as of the close of business on October 31, 2025.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income, net of taxes, as of August 24, 2025 were as follows:

Our Board of Directors (the “Board”) has authorized a program, with no expiration date, to repurchase up to $ 750.0 million of our common stock.

During the thirteen weeks ended November 23, 2025, we repurchased 617,623 shares of our common stock for an aggregate purchase price of $ 39.6 million, or a weighted-average price of $ 64.18 per share.

During the twenty-six weeks ended November 23, 2025, we repurchased 804,882 shares of our common stock for an aggregate purchase price of $ 50.0 million, or a weighted-average price of $ 62.12 per share.

As of November 23, 2025, approximately $ 308 million remained authorized for repurchase under our share repurchase program.

During the twenty-six weeks ended November 23, 2025, we paid $ 103.3 million of cash dividends to our common stockholders.

In addition, on November 28, 2025, we paid $ 51.4 million of cash dividends to common stockholders of record as of the close of business on October 31, 2025.

On December 17, 2025, the Board declared a cash dividend of $ 0.38 per share of our common stock.

This dividend will be paid on February 27, 2026, to common stockholders of record as of the close of business on January 30, 2026.

Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income, net of taxes, as of November 23, 2025 were as follows:

(in millions) Foreign

Gain (Loss) Pension and

Gain Pension and

Post-Retirement

1 unchanged sentence

Comprehensive

Income (Loss)

Balance as of May 25, 2025 $ 58.9 $ ( 4.6 ) $ 0.2 $ 54.5

1 unchanged sentence

Net current-period other comprehensive income 21.9 5.2 — 27.1

Balance as of August 24, 2025 $ 100.2 $ 0.7 $ 0.2 $ 101.1

We manage operations in two business segments, North America and International.

Balance as of November 23, 2025 $ 80.8 $ 0.6 $ 0.2 $ 81.6

We manage our operations in two business segments, North America and International.

As a result of how we manage the business, we have two operating segments, each of which is a reportable segment:

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Total asset information by segment is not regularly provided to our CODM or utilized for purposes of assessing performance or allocating resources by segment and, as a result, such information has not been presented below.

The following table illustrates reportable segment net sales and Segment Adjusted EBITDA for the thirteen weeks ended August 24, 2025 and August 25, 2024, respectively.

The following table illustrates reportable segment net sales and Segment Adjusted EBITDA for the thirteen and twenty-six weeks ended November 23, 2025 and November 24, 2024, respectively.

Thirteen Weeks Ended

2025 August 25,

2025 November 24,

(in millions) North America International Total North America International Total

1 unchanged sentence

Other segment items (a) 781.7 521.4 1,303.1 802.9 480.2 1,283.1

Segment Adjusted EBITDA $ 287.8 $ 27.2 $ 315.0 $ 269.2 $ 48.6 $ 317.8

Unallocated corporate costs (b) ( 29.3 ) ( 23.6 )

Depreciation and amortization (c) 99.7 92.5

Unrealized derivative gains 12.1 3.0

Foreign currency exchange losses 6.8 9.6

Blue chip swap gains (d) — ( 3.3 )

Stock-based compensation 9.5 12.3

Items impacting comparability:

Cost Savings Program, Restructuring Plan, and other expenses (e) 14.1 159.1

Shareholder activism expense (f) — 0.4

Pension settlement (g) 1.1 —

Interest expense, net 44.3 43.3

Income before income taxes 98.1 ( 22.7 )

Income tax expense 36.0 13.4

Net income (loss) $ 62.1 $ ( 36.1 )

___________________________________________

(a) Other segment items include cost of sales, selling, general and administrative expenses, and equity method investment income or loss for each segment.

(b) Unallocated corporate costs include costs related to corporate support staff and support services, which include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments.

In the table, unallocated corporate costs exclude unrealized derivative gains and losses, foreign currency exchange gains and losses, blue chip swap transaction gains, and other items impacting comparability.

These items are added back to reconcile Segment Adjusted EBITDA to net income.

(c) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization relating to equity method investments of $ 2.2 million and $ 2.0 million for the thirteen weeks ended November 23, 2025 and November 24, 2024, respectively.

(d) We entered into blue chip swap transactions to transfer U.S.

dollars into Argentina primarily related to funding our capacity expansion in Argentina, which is now substantially complete.

The blue chip swap rate can diverge significantly from Argentina ’ s official exchange rate.

(e) Cost Savings Program, Restructuring Plan, and other expenses relate to costs incurred under the Plans.

See Note 4, Restructuring, of these Condensed Notes to Consolidated Financial Statements for additional information

(f) Represents advisory fees related to shareholder activism matters.

(g) The Pension settlement charge was to fully fund the Company’s defined benefit pension plan, enabling lump sum payments to participants and transferring the remaining obligations and related plan assets to an insurer through a group annuity contract.

Twenty-Six Weeks Ended

2025 November 24,

(in millions) North America International Total North America International Total

Net Sales $ 2,154.0 $ 1,123.3 $ 3,277.3 $ 2,175.8 $ 1,079.2 $ 3,255.0

Other segment items (a) 1,606.2 1,038.9 2,645.1 1,628.6 979.2 2,607.8

Segment Adjusted EBITDA (b) $ 547.8 $ 84.4 $ 632.2 $ 547.2 $ 100.0 $ 647.2

1 unchanged sentence

Depreciation and amortization (d) 195.9 183.9

Unrealized derivative gains ( 4.9 ) ( 8.9 )

Unrealized derivative gains and losses 7.2 ( 5.9 )

Foreign currency exchange losses 2.1 10.2

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(a) Other segment items include cost of sales, selling, general and administrative expenses, and equity method investment income or loss for each segment.

(b) Segment Adjusted EBITDA includes the following:

Net income (loss) associated with our equity method investments.

For the thirteen weeks ended August 25, 2024, an estimated $ 39 million loss related to a voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.

(b) Segment Adjusted EBITDA for the twenty-six weeks ended November 24, 2024 includes an estimated $ 39 million loss related to a voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.

The total charge to reporting segments was approximately $ 21 million to the North America segment and approximately $ 18 million to the International segment.

(c) Unallocated corporate costs include costs related to corporate support staff and support services, which include, but are not limited to, our administrative, information technology, human resources, finance, and accounting functions that are not specifically allocated to the segments.

In the table, unallocated corporate costs exclude unrealized derivative gains and losses, foreign currency exchange gains and losses, blue chip swap transaction gains, and items impacting comparability.

These items are added back to reconcile Segment Adjusted EBITDA to net income.

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization from equity method investments of $ 2.2 million and $ 2.1 million for the thirteen weeks ended August 24, 2025 and August 25, 2024, respectively.

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization relating to equity method investments of $ 4.4 million and $ 4.1 million for the twenty-six weeks ended November 23, 2025 and November 24, 2024, respectively.

(e) We entered into blue chip swap transactions to transfer U.S.

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The blue chip swap rate can diverge significantly from Argentina ’ s official exchange rate.

(f) Cost Savings Program, Restructuring Plan, and other expenses relate to costs related to implementing the Plans.

(f) Cost Savings Program, Restructuring Plan, and other expenses relate to costs incurred under the Plans.

See Note 4, Restructuring, of these Condensed Notes to Consolidated Financial Statements for additional information

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COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS

We have financial commitments and obligations that arise in the ordinary course of our business.

We have financial commitments and other obligations that arise in the ordinary course of our business.

These include long-term debt, lease obligations, and purchase commitments for goods and services.

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Additional class action complaints were later filed in the same court, based on similar allegations, bringing antitrust claims on behalf of putative classes of direct purchasers, commercial and institutional indirect purchasers, and end-consumer indirect purchasers.

Some complaints name a data provider and a trade association as defendants, in addition to producers of frozen potato products.

The complaints allege, among other things, that beginning at least as early as January 1, 2021, the defendants conspired to raise the price of frozen potato products above competitive levels in violation of U.S.

Some complaints named additional defendants.

The complaints were ordered to be consolidated and amended.

On October 6, 2025, plaintiffs filed three consolidated complaints on behalf of their putative classes, asserting amended claims against the Company, certain of our subsidiaries, other producers of frozen potato products, and a data provider.

The consolidated complaints allege, among other things, that beginning at least as early as January 1, 2021, the defendants conspired to raise the price of frozen potato products above competitive levels in violation of U.S.

antitrust laws by coordinating prices of frozen potato products and imposing lockstep price increases, allegedly facilitated by the exchange of non-public information about prices and production.

The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, consumer protection statutes, and common law unjust enrichment.

The relief sought in the complaints includes treble damages, injunctive relief, pre- and post-judgment interest, costs and attorneys’ fees.

The complaints for each putative class have been ordered to be consolidated and amended.

The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, and consumer protection statutes.

The relief sought in the complaints includes treble damages, injunctive relief, equitable monetary relief, pre- and post-judgment interest, costs and attorneys’ fees.

On December 5, 2025, defendants filed a motion to dismiss.

Briefing is ongoing and the motion remains pending.

Class actions based on similar allegations have also been filed in Canada, in the Supreme Court of British Columbia and the Superior Court of Quebec.

We believe these complaints lack merit and intend to vigorously defend against the allegations.

Given the preliminary stage of the proceedings, we are currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.

We are currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.

We are also a party to various other legal actions arising in the ordinary course of our business.

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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-Q

Item 1. Financial Statements