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Item 1. Financial Statements

2026-10-06 compared with 2026-04-01 · 168 added, 252 removed, 363 unchanged (54% of the section changed)

3 unchanged sentences

(unaudited, in millions, except per share amounts)

Thirteen Weeks Ended Thirty-Nine Weeks Ended

2026 February 23,

2025 February 22,

2026 February 23,

Thirteen Weeks Ended

2026 August 24,

Net sales $ 1,670.3 $ 1,659.3

7 unchanged sentences

Income tax expense 16.9 47.9

Equity method investment earnings 2.7 2.1 5.3 15.5

Equity method investment earnings (loss) 6.2 ( 0.6 )

Net income $ 29.1 $ 64.3

10 unchanged sentences

Thirteen weeks ended

February 22, 2026 Thirteen weeks ended

February 23, 2025

Benefit After-Tax

Amount Pre-Tax

Benefit After-Tax

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 gains (losses) 61.4 — 61.4 ( 0.8 ) 0.5 ( 0.3 )

Other — — — ( 0.1 ) — ( 0.1 )

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

August 30, 2026 Thirteen weeks ended

August 24, 2025

Benefit After-Tax

3 unchanged sentences

Other comprehensive income (loss):

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

Unrealized pension and post-retirement benefit obligations gains (losses) ( 0.2 ) — ( 0.2 ) 6.3 ( 1.0 ) 5.3

Unrealized currency translation gains (losses) ( 2.5 ) — ( 2.5 ) 41.3 — 41.3

Other — — — ( 0.4 ) 0.1 ( 0.3 )

Comprehensive income $ 43.3 $ ( 16.9 ) $ 26.4 $ 159.8 $ ( 48.9 ) $ 110.9

3 unchanged sentences

(unaudited, dollars in millions, except share data)

February 22, 2026 May 25, 2025

2026 May 31, 2026

Current assets:

37 unchanged sentences

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

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

Thirteen Weeks Ended August 30, 2026 and August 24, 2025

Common Stock,

9 unchanged sentences

Stockholders’

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

— — — — ( 52.8 ) — ( 52.8 )

Common stock issued 102,789 0.1 — ( 0.1 ) — — —

Stock-settled, stock-based compensation expense — — — 10.5 — — 10.5

Repurchase of common stock and common stock withheld to cover taxes ( 2,709 ) — ( 0.1 ) — — — ( 0.1 )

Other — — — 0.1 ( 0.3 ) — ( 0.2 )

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 May 31, 2026 137,455,441 $ 152.1 $ ( 961.8 ) $ ( 426.9 ) $ 2,929.7 $ 131.8 $ 1,824.9

Dividends declared, $ 0.38 per share

5 unchanged sentences

Comprehensive income (loss) — — — — 29.1 ( 2.7 ) 26.4

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,

net of Treasury

Shares Common

Amount Treasury

Amount Additional

(Distributed)

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

Balance at August 30, 2026 137,761,471 $ 152.6 $ ( 969.5 ) $ ( 410.3 ) $ 2,904.8 $ 129.1 $ 1,806.7

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

6 unchanged sentences

Comprehensive income — — — — 64.3 46.6 110.9

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

Dividends declared, $ 1.09 per share

— — — — ( 155.1 ) — ( 155.1 )

Common stock issued 622,311 0.7 — ( 0.6 ) — — 0.1

Stock-settled, stock-based compensation expense — — — 30.9 — — 30.9

Repurchase of common stock and common stock withheld to cover taxes ( 3,174,411 ) — ( 193.8 ) — — — ( 193.8 )

Other — — ( 1.6 ) ( 9.6 ) ( 0.9 ) — ( 12.1 )

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

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

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

See Condensed Notes to Consolidated Financial Statements.

2 unchanged sentences

(unaudited, dollars in millions)

Thirty-Nine Weeks Ended

2026 February 23,

Thirteen Weeks Ended

2026 August 24,

Cash flows from operating activities

6 unchanged sentences

Cost Savings Program and Restructuring expenses 24.1 —

Blue chip swap transaction gains — ( 20.5 )

Other 11.4 11.6

10 unchanged sentences

Additions to other long-term assets ( 2.3 ) ( 1.6 )

Proceeds from sale of property, plant and equipment 14.9 1.8

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

Other 0.1 2.9

3 unchanged sentences

Repayments of short-term borrowings ( 44.4 ) ( 466.9 )

Proceeds from issuance of debt — 525.3

Repayments of debt and financing obligations ( 16.5 ) ( 16.2 )

1 unchanged sentence

Repurchase of common stock and common stock withheld to cover taxes ( 7.7 ) ( 18.7 )

Other 3.5 ( 14.1 )

Net cash (used for) provided by financing activities $ ( 374.1 ) $ 69.4

Net cash used for financing activities $ ( 46.3 ) $ ( 248.5 )

Effect of exchange rate changes on cash and cash equivalents 0.5 0.7

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

Net increase in cash and cash equivalents 98.1 27.9

Cash and cash equivalents, beginning of period 68.2 70.7

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 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.”).

The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen weeks ended August 30, 2026 and August 24, 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.

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Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , to enhance transparency and decision usefulness of income tax disclosures, particularly around rate reconciliations and income taxes paid information.

ASU 2023-09 is effective for our Annual Report on Form 10-K for the fiscal year ending May 31, 2026, on a prospective basis, with early adoption permitted.

We adopted this guidance as of May 26, 2025, and will update disclosures within our fiscal 2026 Annual Report on Form 10-K.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires companies to provide more detailed information of certain income statement expenses within the footnotes to the financial statements.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disaggregated disclosure of income statement expenses in public business entities.

ASU 2024-03 is effective for our Annual Report on Form 10-K for the fiscal year ending May 28, 2028, and for our Quarterly Reports beginning fiscal year 2029, on a prospective basis, with early adoption permitted.

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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.

This guidance is effective for interim periods beginning in our fiscal year 2029.

Early adoption is permitted.

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

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) .

This ASU provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits.

This guidance is effective for interim periods beginning in our fiscal year 2029.

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.

1 unchanged sentence

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

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

2026 February 23,

2025 February 22,

2026 February 23,

Thirteen Weeks Ended

(in millions, except per share amounts) August 30,

2026 August 24,

Net income $ 29.1 $ 64.3

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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 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.

As of August 30, 2026 and August 24, 2025, we excluded 5.5 million and 1.7 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 Thirty-Nine Weeks Ended

(in millions) February 22,

2026 February 23,

2025 February 22,

2026 February 23,

Thirteen Weeks Ended

(in millions) August 30,

2026 August 24,

Income before income taxes and equity method earnings $ 39.8 $ 112.8

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

Equity method investment earnings (loss) $ 6.2 $ ( 0.6 )

Income tax expense $ 16.9 $ 47.9

Effective tax rate (a) 35.9 % 28.3 % 38.8 % 33.9 %

Effective tax rate (a) (b) 36.7 % 42.7 %

___________________________________________

3 unchanged sentences

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

(b) 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 $ 100.9 million and $ 123.6 million during the thirty-nine weeks ended February 22, 2026 and February 23, 2025, respectively.

For the thirteen weeks ended August 30, 2026, we recorded income tax refunds, net of taxes paid of $ 3.1 million, and for the thirteen weeks ended August 24, 2025, we recorded income taxes paid, net of refunds of $ 9.7 million .

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,

During fiscal 2026 and 2027, we also undertook additional restructuring actions, including the permanent closure of certain production facilities in connection with 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 “Restructuring Plans”.

We expect to recognize approximately $ 30 million to $ 50 million of charges during the remainder of fiscal 2027 in connection with the Restructuring Plans, primarily related to the demolition of our Connell, Washington plant and the closure of our Broekhuizenvorst, the Netherlands plant.

For the thirteen weeks ended August 30, 2026, we recorded $ 34.2 million of pre-tax charges, of which $ 10.1 million were cash charges and $ 24.1 million were non-cash charges.

Costs associated with the Restructuring Plans were as follows:

Thirteen Weeks Ended

(in millions) August 30,

2026 August 24,

Cost Savings Program and Restructuring Plan expenses related to:

Retirement of assets and other plant charges (a) $ 6.9 $ 1.8

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

Inventory write-off (b) 7.3 3.9 7.3 23.7

Employee-related costs (c) 6.1 0.7 15.1 16.9

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 ) —

Accelerated depreciation (b) 21.3 —

Potato contract terminations (c) ( 1.3 ) —

Inventory write-off (c) 0.1 —

Employee-related costs (d) 2.3 8.1

Professional services and other (e) 4.9 22.0

$ 34.2 $ 31.9

___________________________________________

(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,

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

(b) Includes accelerated depreciation related to the announced closure of our manufacturing facility in Broekhuizenvorst, the Netherlands.

The facility is expected to operate and produce product through mid-second quarter fiscal 2027.

(c) Primarily reflects the reversal of previously recognized contract termination charges for raw potatoes that we ultimately took delivery of and used in production due to higher-than-expected demand, partially offset by write-offs of inventories, including spare parts, related to the production curtailment under the Restructuring Plans.

(d) Includes employee severance and other one-time termination benefits related to reductions in headcount.

(e) Consists primarily of third-party consulting fees.

The following amounts are included in the Company’s Consolidated Statements of Earnings:

Thirteen Weeks Ended

(in millions) August 30,

2026 August 24,

Cost Savings Program and Restructuring Plan expenses included in:

Cost of sales $ 20.1 $ ( 0.4 )

Cost Savings Plan and Restructuring expenses 48.2 9.6 94.6 84.2

Equity method investment earnings — — — 9.0

Cost Savings Program and Restructuring expenses 14.1 32.3

$ 34.2 $ 31.9

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:

Accruals remaining under the Restructuring Plans are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at August 30, 2026.

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

(in millions)

2 unchanged sentences

Payments ( 8.6 )

Accrued restructuring liability, February 22, 2026 $ 9.0

Accrued restructuring liability, August 30, 2026 $ 9.5

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) February 22,

(in millions) August 30,

Raw materials and packaging $ 114.4 $ 145.8

4 unchanged sentences

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

(in millions) February 22,

(in millions) August 30,

Land and land improvements $ 222.4 $ 221.2

5 unchanged sentences

Property, plant and equipment, net $ 3,618.9 $ 3,690.0

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

At August 30, 2026 and May 31, 2026, purchases of property, plant and equipment included in accounts payable were $ 33.1 million and $ 76.5 million, respectively.

Thirteen Weeks Ended

(in millions) August 30,

2026 August 24,

Depreciation - COS (a) $ 85.8 $ 82.8

Depreciation - SG&A 3.2 3.4

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Amortization $ 10.8 $ 7.9

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.

___________________________________________

(a) Depreciation - COS, as noted in the table above, does not include the amount of accelerated depreciation associated with the announced closure of our manufacturing facility in Broekhuizenvorst, the Netherlands.

The facility is expected to operate and produce product through mid-second quarter fiscal 2027.

See Note 4 Cost Savings Program and Restructuring for additional information on the closure.

Interest capitalized within construction in progress for the thirteen weeks ended August 30, 2026 and August 24, 2025, was $ 3.1 million and $ 5.4 million, respectively.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

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

The following table presents changes in goodwill balances, by segment, for the thirteen weeks ended August 30, 2026:

(in millions) North America International Total

1 unchanged sentence

Foreign currency translation adjustment ( 3.6 ) ( 1.6 ) ( 5.2 )

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

Balance at August 30, 2026 $ 776.7 $ 348.2 $ 1,124.9

Other identifiable intangible assets were as follows:

February 22, 2026 May 25, 2025

August 30, 2026 May 31, 2026

(in millions, except useful lives) Weighted

6 unchanged sentences

Amortization Intangible

Non-amortizing intangible assets (a) n/a $ 18.0 $ — $ 18.0 n/a $ 18.0 $ — $ 18.0

Amortizing intangible assets (b) 12 141.1 ( 49.4 ) 91.7 13 140.8 ( 44.8 ) 96.0

Amortizing intangible assets (a) 12 $ 139.5 $ ( 53.4 ) $ 86.1 12 $ 140.2 $ ( 51.5 ) $ 88.7

Non-amortizing intangible assets (b) n/a 20.5 — 20.5 n/a 19.6 — 19.6

$ 160.0 $ ( 53.4 ) $ 106.6 $ 159.8 $ ( 51.5 ) $ 108.3

___________________________________________

(a) Non-amortizing intangible assets represent brands and trademarks.

(b) Amortizing intangible assets are principally composed of licensing agreements, brands, and customer relationships.

(a) Amortizing intangible assets are primarily comprised of licensing agreements, brands and customer relationships.

Foreign intangible assets are affected by foreign currency translation.

(b) Non-amortizing intangible assets represent brands, trademarks, and carbon credit purchases that are held and applied to settle environmental credit obligations within compliance periods.

As of August 30, 2026 and May 31, 2026, we held $ 2.4 million and $ 1.6 million, respectively, of carbon credits to be applied in future periods.

The components of other assets were as follows:

(in millions) February 22,

Capitalized software costs $ 178.1 $ 208.7

Equity method investments 50.3 47.5

(in millions) August 30,

Capitalized software costs (a) $ 168.4 $ 175.8

Equity method investments (b) 54.4 51.1

Property, plant and equipment deposits 35.3 33.9

1 unchanged sentence

Other assets $ 317.2 $ 325.7

___________________________________________

(a) Capitalized software costs are generally amortized over three to seven years once implemented.

(b) Equity method investments include our 50 % ownership in Lamb-Weston/RDO Frozen (“Lamb Weston RDO”), our joint venture with RDO Frozen Co., which is included in our North America segment.

ACCRUED LIABILITIES

The components of accrued liabilities were as follows:

(in millions) February 22,

Compensation and benefits $ 155.1 $ 104.5

(in millions) August 30,

Accrued trade promotions $ 99.5 $ 100.3

Compensation and benefits 91.1 162.4

Dividends payable to shareholders 52.3 52.2

Plant accruals 31.9 23.0

Taxes payable 27.6 26.7

Current portion of operating lease obligations 28.1 27.7

Plant accruals 28.0 33.4

Accrued interest 26.5 35.0

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

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

Amount Interest Rate Amount Interest Rate

August 30, 2026 May 31, 2026

(in millions) Amount Interest Rate Amount Interest Rate

Short-term borrowings:

Revolving credit facility $ 260.7 3.560 % $ 215.7 3.830 %

Other credit facilities (a) 32.8 37.6

Other credit facilities (a) 18.6 (a) 33.7 (a)

Long-term debt:

2 unchanged sentences

Term A-5 loan facility, due September 2031 (b) 462.5 5.660 % 468.8 5.660 %

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

RMB loan facility, due August 2029 20.5 3.800 % 20.7 3.800 %

RMB loan facility, due May 2031 104.0 3.800 % 103.5 3.800 %

Euro term loan facility, due May 2029 231.7 3.650 % 233.2 3.430 %

9 unchanged sentences

Total debt and financing obligations 3,941.2 3,928.7

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

Debt issuance costs (c) ( 12.6 ) ( 13.5 )

Short-term borrowings ( 279.3 ) ( 249.4 )

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

(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).

(c) Excludes debt issuance costs of $ 2.7 million and $ 2.9 million as of August 30, 2026 and May 31, 2026, respectively, related to our revolving credit facility, which are recorded in “Other assets” on our Consolidated Balance Sheets.

As of August 30, 2026, we had $ 1,239.3 million of available liquidity under our revolving credit facility.

For the thirteen weeks ended August 30, 2026 and August 24, 2025, we paid $ 56.9 million and $ 62.3 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 February 22, 2026

As of August 30, 2026

(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, 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.

The fair value of our Level 2 derivatives were determined using valuation models that use market observable inputs including both forward and spot prices for commodities and foreign currency.

Derivative assets are presented within “Prepaid expenses and other current assets” on our Consolidated Balance Sheets and derivative liabilities are presented within “Accrued liabilities” on our Consolidated Balance Sheets.

2 unchanged sentences

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

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.

As of August 30, 2026, we had $ 2,925.0 million of fixed-rate and $ 1,012.4 million of variable-rate debt outstanding.

Based on current market rates, the fair value of our fixed-rate debt was estimated to be $ 2,843 million as of August 30, 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.

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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.

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.

Repurchases under this share repurchase program may be made at our discretion from time to time on the open market, subject to applicable laws, including pursuant to a repurchase plan administered in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, or through privately negotiated transactions or accelerated share repurchases or other structured transactions.

There were no share repurchases under the program during the first quarter of fiscal 2027.

Approximately $ 245 million remains authorized for repurchase under our share repurchase program.

During the thirteen weeks ended August 30, 2026, we paid $ 52.2 million of cash dividends to our common stockholders.

We also paid an additional $ 52.3 million of cash dividends on September 4, 2026, to stockholders of record as of August 7, 2026.

On October 5, 2026, the Board declared a cash dividend of $ 0.38 per share of common stock, payable on December 4, 2026, to stockholders of record on November 6, 2026.

Accumulated Other Comprehensive Income

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

Changes in accumulated other comprehensive income, net of taxes, as of August 30, 2026, were as follows:

(in millions) Foreign

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Post-Retirement

Benefits Other Accumulated

Benefits Accumulated

Comprehensive

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Other comprehensive income before reclassifications, net of tax ( 2.5 ) ( 0.2 ) ( 2.7 )

Net current-period other comprehensive income 83.3 5.1 — 88.4

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

Balance as of August 30, 2026 $ 128.5 $ 0.6 $ 129.1

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

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These reportable segments are each managed by a general manager and supported by a cross-functional team assigned to support the segment.

Our president and chief executive officer is our chief operating decision maker (the “CODM”).

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 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”).

Our chief operating decision maker group (the “CODM group”) is made up of our executive chair and president and chief executive officer.

The CODM group receives periodic management reports under our segment structure.

Our disclosure presents significant segment expenses based on updated reporting, which is now regularly provided to the CODM group.

The Company measures profit or loss for each reportable segment using segment adjusted earnings before interest, taxes, depreciation, amortization, 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), stock-based compensation expense (which is a component of selling, general and administrative expense), and comparability items (which are a component of both cost of sales and selling, general and administrative expenses) (“Segment Adjusted EBITDA”)

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

Our CODM uses net sales and Segment Adjusted EBITDA in the annual operating plan and forecasting process and considers actual versus plan variances in assessing the performance of each segment.

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 thirty-nine weeks ended February 22, 2026 and February 23, 2025, respectively.

The CODM group uses net sales and Segment Adjusted EBITDA in the annual operating plan and forecasting process and considers actual versus plan variances in assessing the performance of each segment.

Total asset information by segment is not regularly provided to the CODM group or utilized for purposes of assessing performance or allocating resources by segment and the amount of net sales for each of our segments generated from these facilities can change from fiscal year to fiscal year.

As a result, such information has not been presented below.

The manufacturing assets are shared across both reporting segments.

As shown in the table below, we allocate depreciation and amortization to our reporting segments based primarily on net sales generated in each segment.

The following table illustrates reportable segment net sales and Segment Adjusted EBITDA for the thirteen weeks ended August 30, 2026 and August 24, 2025, respectively.

Thirteen Weeks Ended

2026 February 23,

August 30, 2026 August 24, 2025

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

Net sales $ 1,141.4 $ 528.9 $ 1,670.3 $ 1,084.6 $ 574.7 $ 1,659.3

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

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 (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 (f) 55.5 10.3

Shareholder activism expense (g) — 3.7

Interest expense, net 45.0 47.3

Income before income taxes 84.3 203.5

Income tax expense 30.3 57.5

Net income $ 54.0 $ 146.0

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(a) Other segment items include cost of sales;

Less significant segment expenses:

Cost of sales 846.1 506.4 807.1 515.2

Selling, general and administrative expenses 74.6 36.9 74.4 39.3

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.

(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.

(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

Net sales $ 3,189.1 $ 1,653.1 $ 4,842.2 $ 3,162.1 $ 1,613.4 $ 4,775.5

Other segment items (a) ( 6.2 ) — 0.6 —

Segment Adjusted EBITDA (b) $ 837.6 $ 102.9 $ 940.5 $ 849.8 $ 194.1 $ 1,043.9

Unallocated corporate costs (c) ( 81.0 ) ( 77.3 )

Depreciation and amortization (d) 294.8 282.4

Unrealized derivative gains ( 3.8 ) ( 11.8 )

Add depreciation and amortization 60.4 40.9 57.5 37.0

Segment Adjusted EBITDA $ 287.3 $ 26.5 $ 313.8 $ 260.0 $ 57.2 $ 317.2

Unallocated corporate costs (b) ( 28.2 ) ( 15.0 )

Depreciation and amortization 101.8 96.3

Unrealized derivative (gains) losses 0.7 ( 4.9 )

Foreign currency exchange (gains) losses 12.4 ( 4.7 )

Blue chip swap gains (e) — ( 20.5 )

Stock-based compensation 15.1 10.6

Items impacting comparability:

Cost Savings Program, Restructuring Plan, and other expenses (f) 101.5 169.4

Shareholder activism expense (g) 4.0 4.1

Pension settlement (h) 14.2 —

Cost Savings Program, Restructuring Plan, and other expenses (c) 34.2 31.9

Legal proceedings and other claims (d) 33.0 —

Shareholder activism expense (e) — 4.0

Pension settlement (f) — 13.1

Interest expense, net 42.4 43.7

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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 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.

(a) Other segment items include (earnings) or loss from equity method investments.

(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, stock-based compensation expense, and other 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 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.

(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.

(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.

(h) 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.

(d) Represents accruals for legal proceedings and other claims as described in Note 14, Commitments, Contingencies, Guarantees and Legal Proceedings, of these Condensed Notes to Consolidated Financial Statements.

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

(f) Represents costs associated with fully funding 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.

COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS

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The lawsuits were consolidated in November 2024.

The amended consolidated complaint alleges the defendants made misrepresentations and omissions regarding the design and implementation of our enterprise resource planning system and the Company’s pricing practices.

The complaint asserts claims on behalf of a proposed class of purchasers of the Company’s common stock between July 25, 2023 and December 19, 2024.

On April 25, 2025, defendants filed a motion to dismiss.

Briefing is complete and the motion remains pending.

In June 2025, a purported Company stockholder filed a verified stockholder derivative complaint (nominally on behalf of the Company) against certain of our current and former directors and officers, alleging violations of the federal securities laws and breach of fiduciary duty stemming from the same or similar purported misrepresentations and omissions regarding the design and implementation of our enterprise resource planning system as the putative class actions.

The derivative lawsuit has been stayed pending resolution of the motion to dismiss in the securities class action.

On May 12, 2026, the court granted the motion to dismiss in part and denied it in part.

The court dismissed claims related to certain ERP-related statements and in turn shortened the potential class period.

The court also dismissed all claims related to the Company’s pricing practices.

The plaintiffs filed a second amended complaint on June 11, 2026.

On August 10, 2026, defendants filed a motion to dismiss the second amended complaint.

Plaintiffs filed their opposition to the motion to dismiss on October 2, 2026, and defendants’ reply is due October 23, 2026.

In June 2025, a purported Company stockholder filed a verified stockholder derivative complaint (nominally on behalf of the Company) in the U.S.

District Court for the District of Delaware against certain of our current and former directors and officers, alleging violations of the federal securities laws and breach of fiduciary duty stemming from the same or similar purported misrepresentations and omissions regarding the design and implementation of our enterprise resource planning system as the putative class actions.

In June 2026, a similar stockholder derivative complaint was filed in the U.S.

District Court for the District of Delaware by another purported Company stockholder.

These derivative lawsuits have been consolidated for all pre-trial proceedings and trial and stayed pending resolution of the motion to dismiss the second amended complaint in the securities class action.

In August 2026, a purported Company stockholder filed a similar stockholder derivative complaint in the Delaware Court of Chancery.

This lawsuit has been stayed pending resolution of the motion to dismiss the second amended complaint in the securities class action.

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

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 these matters or estimate the range of potential loss, if any, that may result.

In November 2024, a class action complaint was filed in the U.S.

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

Briefing is complete and the motion remains pending.

On September 17, 2026, the court granted in part and denied in part the defendants’ motion to dismiss, dismissing certain state law claims while allowing the federal law claims and other state law claims to proceed to discovery.

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.

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

The Company and several other defendants have been named in a putative class action that was filed by private plaintiffs in the U.S.

District Court for the District of Oregon, alleging that the defendants’ business operations contributed to excessive nitrate levels in the groundwater for the lower Umatilla River basin in Eastern Oregon.

The Company operates french fry production facilities in the region.

In June 2026, the court denied a motion to dismiss the lawsuit, and the case is currently scheduled for trial in September 2027.

It has been publicly reported that another defendant in the lawsuit involving the Company settled with the plaintiffs in August 2026.

In addition, another party recently settled a related lawsuit involving the same lead plaintiff.

We continue to believe the plaintiffs’ claims against the Company lack merit and will continue to vigorously defend against the allegations.

We are currently unable to predict the outcome of this matter, however, our accrual for legal proceedings and other claims includes an accrual for this matter that represents our best current estimate of probable losses.

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

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An estimated loss is recognized when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated.

While any claim, proceeding or litigation has an element of uncertainty, we believe the outcome of any of these that are pending or threatened will not have a material adverse effect on our financial condition, results of operations, or cash flows.

While any claim, proceeding or litigation has an element of uncertainty, we believe the outcome of any of these other matters that are pending or threatened will not have a material adverse effect on our financial condition, results of operations, or cash flows.

At August 30, 2026, the Company’s current liabilities included accruals for legal proceedings and other claims of $ 33.0 million.

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