What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-07-24 compared with 2025-07-23 · 41 added, 36 removed, 180 unchanged (30% of the section changed)

24 unchanged sentences

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Due to these limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Due to these limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and

instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

3 unchanged sentences

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

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

Information required by this Item 10 is included under the headings “Information About Our Executive Officers” and “Ethics and Governance” in Part I, 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 – 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 16, 2026 (the “2026 Proxy Statement”).

8 unchanged sentences

of Outstanding Options,

Warrants, and Rights

(a) Weighted-Average

Warrants, and Rights (a) Weighted-Average

Exercise Price of

7 unchanged sentences

Equity compensation plans approved by securityholders 5,232,703 $ 68.65 2,045,926

Equity compensation plans not approved by securityholders N/A N/A N/A

Equity compensation plans not approved by securityholders 1,488,012 $ 57.56 511,988

Total 6,720,715 2,557,914

1 unchanged sentence

(a) Includes outstanding stock options, RSUs, and performance shares (assuming the target performance payout level) granted under the Amended and Restated Lamb Weston Holdings, Inc.

2016 Stock Plan, as amended in 2017 (the “Stock Plan”).

2016 Stock Plan, as amended in 2017 (the “Stock Plan”) and our 2026 Inducement Stock Plan.

This number also includes shares payable with respect to certain compensation deferred under the Lamb Weston Holdings, Inc.

3 unchanged sentences

(b) Weighted average exercise price of outstanding stock options only.

Information related to the security ownership of certain beneficial owners, directors and management will be included in our 2026 Proxy Statement under the heading “Information on Stock Ownership” and is incorporated by reference into this Form 10-K.

37 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.

10.4 First Amendment to Amended and Restated Credit Agreement, dated as of September 27, 2024, among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders party thereto 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 Second Amendment to Amended and Restated Credit Agreement, dated as of January 30, 2026, among Lamb Weston Holdings, Inc., the guarantors party thereto, the lenders party thereto and AgWest Farm Credit, PCA, as administrative agent , incorporated by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on April 1, 2026 (File No.

10.6 Facility Agreement, dated as of May 19, 2026, among Ulanqab Lamb Weston Food Co., Ltd., the financial institutions party thereto and HSBC Bank (China) Company Limited, Shanghai Branch, as the facility agent , inc orporated by reference to Exh ibit 10.1 of Lamb Weston Holdings, Inc.

’ s Current Repo rt on Form 8-K filed on May 26, 2026 (File No.

10.7 Amended and Restated Lamb Weston Holdings, Inc.

2016 Stock Plan, incorporated herein by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on January 4, 2018 (File No.

10.8 Amended and Restated Lamb Weston Holdings, Inc.

2026 Inducement Stock Plan, incorporated by reference to Exhibit 10.

1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on J u l y 1 5 , 2026 (File No.

10.9 Lamb Weston Holdings, Inc.

7 unchanged sentences

10.13 Form of Lamb Weston Holdings, Inc.

Nonqualified Stock Option Agreement for Employees (pre-March 2017), incorporated herein by reference to Exhibit 10.14 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on January 10, 2017 (File No.

10.12 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.

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.

12 unchanged sentences

10.20 Form of Lamb Weston Holdings, Inc.

Leveraged Performance Share Agreement, incorporated herein by reference to Exhibit 10.4 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on October 5, 2022 (File No.

10.21 Letter Agreement, dated as of May 21, 2021, between Lamb Weston Holdings, Inc.

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.

Restricted Stock Unit Agreement (FY2026 Awards), incorporated by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on September 30, 2025 (File No.

10.21 Form of Lamb Weston Holdings, Inc.

Performance Share Agreement (FY2026 Awards) , incorporated by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on September 30, 2025 (File No.

10.22 Form of Lamb Weston Holdings, Inc.

Nonqualified Stock Option Agreement (FY2026 Awards), incorporated by reference to Exhibit 10.3 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on September 30, 2025 (File No.

10.23 Form of Lamb Weston Holdings, Inc.

Supplemental Incentive Program Restricted Stock Unit Agreement , incorporated by reference to Exhibit 10.5 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on April 1, 2026 (File No.

10.24 Form of Lamb Weston Holdings, Inc.

Supplemental Incentive Program Nonqualified Stock Option Agreement , incorporated by reference to Exhibit 10.6 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on April 1, 2026 (File No.

10.25 Form of Lamb Weston Holdings, Inc.

Executive Chair Nonqualified Stock Option Agreement, incorporated by reference to Exhibit 10.7 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on April 1, 2026 (File No.

10.26 Form of Lamb Weston Holdings, Inc.

Executive Chair Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.8 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on April 1, 2026 (File No.

10.27 Form of Lamb Weston Holdings, Inc.

Executive Chair Supplemental Incentive Program Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.9 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on April 1, 2026 (File No.

10.28 Form of Lamb Weston Holdings, Inc.

Executive Chair Supplemental Incentive Program Nonqualified Stock Option Agreement, incorporated by reference to Exhibit 10.10 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10-Q filed on April 1, 2026 (File No.

10.29 Transition and Separation Agreement, dated as of February 19, 2026, between Lamb Weston Holdings, Inc.

and Bernadette M.

Madarieta, incorporated by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on February 20, 2026 (File No.

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

1 unchanged sentence

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.

10.31 Letter Agreement, dated as of January 31, 2026, between Lamb Weston Holdings, Inc.

and Jan Craps, incorporated by reference to Exhibit 10.1 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on February 4, 2026 (File No.

10.32 Letter Agreement, dated as of January 16, 2026, between Lamb Weston Holdings, Inc.

Gray, incorporated by reference to Exhibit 10.2 of Lamb Weston Holdings, Inc.’s Current Report on Form 8-K filed on February 4, 2026 (File No.

19.1 Lamb Weston Holdings, Inc.

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.

Insider Trading Policy, incorporated herein by reference to Exhibit 19.1 of Lamb Weston Holdings, Inc.’s Quarterly Report on Form 10- Q filed on December 19, 2025 (File No.

21.1 Subsidiaries of Lamb Weston Holdings, Inc.

18 unchanged sentences

LAMB WESTON HOLDINGS, INC.

/s/ BERNADETTE M.

Bernadette M.

Chief Financial Officer

6 unchanged sentences

July 24, 2026

/s/ BERNADETTE M.

MADARIETA Chief Financial Officer

GRAY Chief Financial Officer

(Principal Financial Officer) July 24, 2026

Bernadette M.

/s/ GREGORY W.

JONES Vice President and Controller (Principal Accounting Officer) July 24, 2026

CRAPS Executive Chair July 24, 2026

/s/ BRADLEY A.

3 unchanged sentences

COVIELLO Director July 24, 2026

/s/ RITA FISHER Director July 23, 2025

HAWAUX Director July 24, 2026

12 unchanged sentences

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