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Item 1. Financial Statements

2026-04-01 compared with 2025-12-19 · 168 added, 145 removed, 447 unchanged (41% of the section changed)

3 unchanged sentences

(unaudited, in millions, except per share amounts)

Thirteen Weeks Ended Twenty-Six Weeks Ended

2025 November 24,

2024 November 23,

2025 November 24,

Thirteen Weeks Ended Thirty-Nine Weeks Ended

2026 February 23,

2025 February 22,

2026 February 23,

Net sales $ 1,564.8 $ 1,520.5 $ 4,842.2 $ 4,775.5

2 unchanged sentences

Selling, general and administrative expenses 156.8 164.2 481.4 492.8

Restructuring expense 14.1 74.6 46.4 74.6

Cost Savings Program and Restructuring expenses 48.2 9.6 94.6 84.2

Income from operations 126.6 248.7 422.3 479.3

Interest expense, net 45.0 47.3 133.0 135.8

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

Income before income taxes and equity method earnings 81.6 201.4 289.3 343.5

Income tax expense 30.3 57.5 114.2 121.7

Equity method investment earnings 2.7 2.1 5.3 15.5

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

Net income $ 54.0 $ 146.0 $ 180.4 $ 237.3

Earnings per share:

9 unchanged sentences

Thirteen weeks ended

November 23, 2025 Thirteen weeks ended

November 24, 2024

February 22, 2026 Thirteen weeks ended

February 23, 2025

Benefit After-Tax

1 unchanged sentence

Benefit After-Tax

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

Net income $ 84.3 $ ( 30.3 ) $ 54.0 $ 203.5 $ ( 57.5 ) $ 146.0

Other comprehensive income (loss):

Unrealized pension and post-retirement benefit obligations loss ( 0.2 ) 0.1 ( 0.1 ) — — —

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

Unrealized currency translation gains (losses) 61.4 — 61.4 ( 0.8 ) 0.5 ( 0.3 )

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

Comprehensive income $ 145.5 $ ( 30.2 ) $ 115.3 $ 202.6 $ ( 57.0 ) $ 145.6

Thirty-Nine Weeks Ended

February 22, 2026 Thirty-Nine Weeks Ended

February 23, 2025

Benefit After-Tax

3 unchanged sentences

Other comprehensive income (loss):

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

Unrealized pension and post-retirement benefit obligations gains (loss) 6.0 ( 0.9 ) 5.1 ( 0.2 ) — ( 0.2 )

Unrealized currency translation gains (losses) 83.3 — 83.3 ( 62.0 ) 1.0 ( 61.0 )

5 unchanged sentences

(unaudited, dollars in millions, except share data)

November 23, 2025 May 25, 2025

February 22, 2026 May 25, 2025

Current assets:

37 unchanged sentences

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

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

Thirteen Weeks Ended February 22, 2026 and February 23, 2025

Common Stock,

9 unchanged sentences

Stockholders’

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

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

Dividends declared, $ 0.38 per share

4 unchanged sentences

Other — — — 0.1 ( 0.3 ) — ( 0.2 )

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

Comprehensive income — — — — 54.0 61.3 115.3

Balance at February 22, 2026 138,979,545 $ 152.1 $ ( 897.5 ) $ ( 443.2 ) $ 2,872.8 $ 142.9 $ 1,827.1

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

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

Dividends declared, $ 0.37 per share

4 unchanged sentences

Other — — ( 1.0 ) — 0.1 — ( 0.9 )

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

Comprehensive income (loss) — — — — 146.0 ( 0.4 ) 145.6

Balance at February 23, 2025 141,114,556 $ 151.4 $ ( 736.3 ) $ ( 488.2 ) $ 2,781.1 $ ( 74.4 ) $ 1,633.6

Thirty-Nine weeks ended February 22, 2026 and February 23, 2025

Common Stock,

17 unchanged sentences

Comprehensive income — — — — 180.4 88.4 268.8

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

Balance at February 22, 2026 138,979,545 $ 152.1 $ ( 897.5 ) $ ( 443.2 ) $ 2,872.8 $ 142.9 $ 1,827.1

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

6 unchanged sentences

Comprehensive income (loss) — — — — 237.3 ( 61.5 ) 175.8

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

Balance at February 23, 2025 141,114,556 $ 151.4 $ ( 736.3 ) $ ( 488.2 ) $ 2,781.1 $ ( 74.4 ) $ 1,633.6

See Condensed Notes to Consolidated Financial Statements.

2 unchanged sentences

(unaudited, dollars in millions)

Twenty-Six Weeks Ended

2025 November 24,

Thirty-Nine Weeks Ended

2026 February 23,

Cash flows from operating activities

5 unchanged sentences

Deferred income taxes 15.1 ( 3.1 )

Pension expense, net of contributions 14.2 1.2

Cost Savings Program and Restructuring expenses 46.4 49.2

Blue chip swap transaction gains — ( 20.5 )

13 unchanged sentences

Proceeds from blue chip swap transactions, net of purchases — 20.5

Other 3.7 2.3

Net cash used for investing activities $ ( 238.0 ) $ ( 559.0 )

9 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 3.3 0.4

Net increase in cash and cash equivalents 12.0 7.6

Net decrease in cash and cash equivalents ( 13.2 ) ( 3.9 )

Cash and cash equivalents, beginning of period 70.7 71.4

11 unchanged sentences

Basis of Presentation

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.”).

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen and thirty-nine weeks ended February 22, 2026 and February 23, 2025, 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.

23 unchanged sentences

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

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions, except per share amounts) February 22,

2026 February 23,

2025 February 22,

2026 February 23,

Net income $ 54.0 $ 146.0 $ 180.4 $ 237.3

Basic weighted average common shares outstanding 139.0 141.9 139.3 142.8

6 unchanged sentences

(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 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.

As of February 22, 2026 and February 23, 2025, we excluded 5.3 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 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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 22,

2026 February 23,

2025 February 22,

2026 February 23,

Income before income taxes and equity method earnings $ 81.6 $ 201.4 $ 289.3 $ 343.5

Equity method investment earnings $ 2.7 $ 2.1 $ 5.3 $ 15.5

7 unchanged sentences

Income Taxes Paid

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

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,

Income taxes paid, net of refunds, were $ 100.9 million and $ 123.6 million during the thirty-nine weeks ended February 22, 2026 and February 23, 2025, respectively.

COST SAVINGS PROGRAM AND RESTRUCTURING

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

During fiscal 2026, we also undertook additional restructuring actions, including the permanent closure of certain production facilities to improve asset utilization in our International segment, and completed sales of certain non-core assets as part of our Focus to Win strategy.

The restructuring activities undertaken in connection with these initiatives, including the Cost Savings Program and Restructuring Plan, are referred to collectively as the “Plans”.

Amounts classified as “Cost Savings Program and Restructuring expenses” on our Consolidated Statement of Earnings for fiscal 2026 primarily relate to costs associated with the Cost Savings Program, restructuring activities related to facility closures to improve asset utilization, and net gains related to certain non-core asset sales.

Expenses recorded in fiscal 2025 relate solely to the Restructuring Plan.

We expect to recognize approximately $ 20 million of charges during the remainder of fiscal 2026 and $ 25 million to $ 50 million in fiscal 2027 in connection with the Plans.

For the thirteen weeks ended February 22, 2026, we recorded $ 55.5 million of pre-tax charges, of which $ 9.0 million were cash and $ 46.5 million were non-cash.

For the thirty-nine weeks ended February 22, 2026, we recorded $ 101.5 million of pre-tax charges, of which $ 55.1 million were cash and $ 46.4 million were non-cash.

Costs associated with the Plans were as follows:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 22,

2026 February 23,

2025 February 22,

2026 February 23,

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

Retirement of assets and other plant charges (a) $ 46.9 $ 7.2 $ 48.7 $ 53.0

Potato contract terminations (b) — ( 3.2 ) — 61.5

1 unchanged sentence

Employee-related costs (c) 6.1 0.7 15.1 16.9

Professional services and other (d) 13.2 12.6 35.2 12.6

Professional services and other 5.8 1.7 41.0 14.3

66.1 10.3 112.1 169.4

Sale of non-core assets (a) ( 10.6 ) — ( 10.6 ) —

$ 55.5 $ 10.3 $ 101.5 $ 169.4

(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,

___________________________________________

(a) Includes charges related to write-off of assets at permanently closed production facilities under the Plans, impairments of certain non-core assets, and plant charges.

The gain on the sale of non-core assets was $ 1.4 million.

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

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 22,

2026 February 23,

2025 February 22,

2026 February 23,

Cost Savings Program and Restructuring Plan expenses included in:

Cost of sales $ 7.3 $ 0.7 $ 6.9 $ 76.2

Restructuring expense 14.1 74.6 46.4 74.6

Cost Savings Plan and Restructuring expenses 48.2 9.6 94.6 84.2

Equity method investment earnings — — — 9.0

$ 55.5 $ 10.3 $ 101.5 $ 169.4

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.

Accruals remaining under the Plans are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at February 22, 2026.

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

(in millions) Restructuring Plan Cost Savings Program Total

(in millions)

Accrued restructuring liability, May 25, 2025 $ 21.5

1 unchanged sentence

Payments ( 78.2 )

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

Accrued restructuring liability, February 22, 2026 $ 9.0

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) November 23,

(in millions) February 22,

Raw materials and packaging $ 222.6 $ 171.5

4 unchanged sentences

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

(in millions) November 23,

(in millions) February 22,

Land and land improvements $ 213.8 $ 191.6

5 unchanged sentences

Property, plant and equipment, net $ 3,652.6 $ 3,687.9

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,

At February 22, 2026 and May 25, 2025, purchases of property, plant and equipment included in accounts payable were $ 70.5 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 expenses (“SG&A”) for the thirteen and thirty-nine weeks ended February 22, 2026 and February 23, 2025.

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions) February 22,

2026 February 23,

2025 February 22,

2026 February 23,

Depreciation - COS $ 84.9 $ 83.9 $ 253.8 $ 242.0

Depreciation - SG&A 3.7 4.1 10.4 11.1

Depreciation - Restructuring expense (a) — 28.9 — 28.9

$ 88.6 $ 88.0 $ 264.2 $ 253.1

Amortization $ 8.2 $ 8.5 $ 24.1 $ 23.2

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.

Interest capitalized within construction in progress for the thirteen weeks ended February 22, 2026 and February 23, 2025, was $ 2.1 million and $ 4.2 million, respectively;

and $ 9.1 million and $ 19.1 million for the thirty-nine weeks ended February 22, 2026 and February 23, 2025, respectively.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

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

The following table presents changes in goodwill balances, by segment, for the thirty-nine weeks ended February 22, 2026:

(in millions) North America International Total

1 unchanged sentence

Foreign currency translation adjustment 30.6 14.2 44.8

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

Balance at February 22, 2026 $ 783.8 $ 351.2 $ 1,135.0

Other identifiable intangible assets were as follows:

November 23, 2025 May 25, 2025

February 22, 2026 May 25, 2025

(in millions, except useful lives) Weighted

14 unchanged sentences

The components of other assets were as follows:

(in millions) November 23,

(in millions) February 22,

Capitalized software costs $ 178.1 $ 208.7

5 unchanged sentences

The components of accrued liabilities were as follows:

(in millions) November 23,

(in millions) February 22,

Compensation and benefits $ 155.1 $ 104.5

1 unchanged sentence

Dividends payable to shareholders 52.8 51.7

Accrued interest 35.0 36.3

Plant accruals 31.9 23.0

Taxes payable 29.1 37.3

Current portion of operating lease obligations 28.1 23.9

Plant accruals 20.4 23.0

Accrued interest 23.4 36.3

Derivative liabilities and payables 2.0 7.0

3 unchanged sentences

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

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

(in millions) February 22, 2026 May 25, 2025

Amount Interest Rate Amount Interest Rate

6 unchanged sentences

Term A-5 loan facility, due September 2031 (b) 475.0 5.660 493.8 5.650

RMB loan facility, due February 2027 142.2 3.800 143.8 4.040

RMB loan facility, due February 2027 (c) 143.3 3.800 143.8 4.040

RMB loan facility, due September 2029 20.4 3.800 19.6 3.960

10 unchanged sentences

Total debt and financing obligations 4,006.7 4,148.2

Debt issuance costs (c) ( 14.9 ) ( 16.8 )

Debt issuance costs (d) ( 14.0 ) ( 16.8 )

Short-term borrowings ( 269.2 ) ( 370.8 )

6 unchanged sentences

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

(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.

(d) Excludes debt issuance costs of $ 3.2 million and $ 3.9 million as of February 22, 2026 and May 25, 2025, respectively, related to our revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of February 22, 2026, we had $ 1,263.6 million of available liquidity under our revolving credit facility.

For the thirty-nine weeks ended February 22, 2026 and February 23, 2025, we paid $ 160.9 million and $ 167.2 million of interest on debt, respectively.

On January 30, 2026, we amended our term loan credit agreement with AgWest Farm Credit to remove adjustments to the Secured Overnight Financing Rate (SOFR).

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.

3 unchanged sentences

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 November 23, 2025

As of February 22, 2026

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

12 unchanged sentences

___________________________________________

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

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

3 unchanged sentences

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

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.

As of February 22, 2026, we had $ 2,945.6 million of fixed-rate and $ 1,056.7 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,889 million as of February 22, 2026.

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.

3 unchanged sentences

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.

This authorization is open ended and repurchases under this share repurchase program may be made through open market transactions or pursuant to repurchase plans administered in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in millions, except share and per share data) February 22,

2026 February 22,

Common stock shares repurchased — 804,882

Weighted average price per share $ — $ 62.12

Total cost $ — $ 50.0

Share repurchase plan, remaining authorized $ 308.0

Subsequent to February 22, 2026, we repurchased 1,053,429 shares of common stock for an aggregate purchase price of $ 43.7 million as of March 30, 2026.

As of that date, approximately $ 264 million remained authorized for repurchase under our share repurchase program.

During the thirty-nine weeks ended February 22, 2026, we paid $ 154.7 million of cash dividends to our common stockholders.

We also paid an additional $ 52.8 million cash dividend on February 27, 2026, to stockholders of record as of January 30, 2026.

On March 31, 2026, the Board declared a cash dividend of $ 0.38 per share, payable on June 5, 2026, to stockholders of record on May 8, 2026.

Accumulated Other Comprehensive Income

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

Changes in accumulated other comprehensive income, net of taxes, as of February 22, 2026, were as follows:

(in millions) Foreign

6 unchanged sentences

Net current-period other comprehensive income 83.3 5.1 — 88.4

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

Balance as of February 22, 2026 $ 142.2 $ 0.5 $ 0.2 $ 142.9

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

7 unchanged sentences

The CODM assesses the performance of our reportable segments and decides how to allocate resources based on segment adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”).

The adjustments to EBITDA include unrealized mark-to-market derivative gains and losses (which are a component of both cost of sales and selling, general and administrative expenses), foreign currency exchange gains and losses (which are a component of selling, general and administrative expenses), blue chip swap transaction gains (which are a component of selling, general and administrative expenses), stock-based compensation (which is a component of selling, general and administrative expenses), and other items impacting comparability (which are a component of both cost of sales and selling, general and administrative expenses) that are described below (“Segment Adjusted EBITDA”).

The adjustments to EBITDA include unrealized mark-to-market derivative gains and losses (which are a component of both cost of sales and selling, general and administrative expenses), foreign currency exchange gains and losses (which are a component of selling, general and administrative expenses), blue chip swap transaction gains (which are a component of selling, general and administrative expenses), stock-based compensation expense (which is a component of selling, general and administrative expenses), and other items impacting comparability (which are a component of both cost of sales and selling, general and administrative expenses) that are described below (“Segment Adjusted EBITDA”).

Net sales and Segment Adjusted EBITDA inform operating decisions, performance assessment, and resource allocation decisions at the segment level.

1 unchanged sentence

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 and twenty-six weeks ended November 23, 2025 and November 24, 2024, respectively.

The following table illustrates reportable segment net sales and Segment Adjusted EBITDA for the thirteen and thirty-nine weeks ended February 22, 2026 and February 23, 2025, respectively.

Thirteen Weeks Ended

2025 November 24,

2026 February 23,

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

1 unchanged sentence

Other segment items (a) 745.2 511.3 1,256.5 683.7 440.1 1,123.8

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

Segment Adjusted EBITDA (b) $ 289.8 $ 18.5 $ 308.3 $ 302.6 $ 94.1 $ 396.7

Unallocated corporate costs (c) ( 36.6 ) ( 23.7 )

Depreciation and amortization (d) 98.9 98.5

Unrealized derivative gains ( 11.0 ) ( 5.9 )

Foreign currency exchange losses 6.8 9.6

Blue chip swap gains (d) — ( 3.3 )

Foreign currency exchange (gains) losses ( 11.5 ) 7.0

Blue chip swap gains (e) — ( 0.6 )

Stock-based compensation 10.5 9.2

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 —

Cost Savings Program, Restructuring Plan, and other expenses (f) 55.5 10.3

Shareholder activism expense (g) — 3.7

Interest expense, net 45.0 47.3

1 unchanged sentence

Income tax expense 30.3 57.5

Net income (loss) $ 62.1 $ ( 36.1 )

Net income $ 54.0 $ 146.0

___________________________________________

(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.

(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 for the thirteen weeks ended February 23, 2025, included an approximately $ 9 million benefit ($ 7 million after-tax) related to a voluntary product withdrawal initiated in the fourth quarter of fiscal 2024.

This includes an approximately $ 6 million benefit ($ 5 million after-tax) in net sales and an approximately $ 3 million benefit ($ 2 million after-tax) in cost of sales.

North America included approximately $ 3 million of the total benefit and International included approximately $ 6 million of total benefit.

International Segment Adjusted EBITDA for the thirteen weeks ended February 22, 2026 included a net $ 32.5 million charge for the write-off of excess raw potatoes.

(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, stock-based compensation expense, 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.

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization relating to equity method investments of $ 2.1 million and $ 2.0 million for the thirteen weeks ended February 22, 2026 and February 23, 2025, respectively.

(e) 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 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,

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

See Note 4, Cost Savings Program and Restructuring, of these Condensed Notes to Consolidated Financial Statements for additional information.

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

Thirty-Nine Weeks Ended

2026 February 23,

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

4 unchanged sentences

Depreciation and amortization (d) 294.8 282.4

Unrealized derivative gains and losses 7.2 ( 5.9 )

Foreign currency exchange losses 2.1 10.2

Unrealized derivative gains ( 3.8 ) ( 11.8 )

Foreign currency exchange (gains) losses ( 9.4 ) 17.2

Blue chip swap gains (e) — ( 20.5 )

9 unchanged sentences

___________________________________________

(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 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.

(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 for the thirty-nine weeks ended February 23, 2025, includes an estimated $ 31 million charge ($ 24 million after-tax) related to the voluntary product withdrawal that was initiated in the fourth quarter of fiscal 2024.

This includes an approximately $ 9 million loss ($ 7 million after-tax) in net sales and an approximately $ 22 million charge ($ 17 million after-tax) in cost of sales.

The total charge to reporting segments was approximately $ 19 million to the North America segment and approximately $ 12 million to the International segment.

International Segment Adjusted EBITDA for the thirty-nine weeks ended February 22, 2026 included a net $ 45.6 million charge for the write-off of excess raw potatoes.

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 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.

(d) Depreciation and amortization includes interest expense, income tax expense, and depreciation and amortization relating to equity method investments of $ 6.5 million and $ 6.1 million for the thirty-nine weeks ended February 22, 2026 and February 23, 2025, respectively.