Lamb Weston Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (Unaudited) Lamb Weston Holdings, Inc. Consolidated Statements of Earnings (unaudited, in millions, except per share amounts) Thirteen Weeks Ended August 30, 2026 August 24, 2025 Net sales $ 1,670.3 $ 1,659.3 Cost of sales 1,403.8 1,316.9 Gross profit 266.5 342.4 Selling, general and administrative expenses 170.2 153.6 Cost Savings Program and Restructuring expenses 14.1 32.3 Income from operations 82.2 156.5 Interest expense, net 42.4 43.7 Income before income taxes and equity method earnings 39.8 112.8 Income tax expense 16.9 47.9 Equity method investment earnings (loss) 6.2 ( 0.6 ) Net income $ 29.1 $ 64.3 Earnings per share: Basic $ 0.21 $ 0.46 Diluted $ 0.21 $ 0.46 Weighted average common shares outstanding: Basic 137.6 139.5 Diluted 138.1 139.8 See Condensed Notes to Consolidated Financial Statements. 3 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Comprehensive Income (unaudited, dollars in millions) Thirteen weeks ended August 30, 2026 Thirteen weeks ended August 24, 2025 Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount Net income $ 46.0 $ ( 16.9 ) $ 29.1 $ 112.2 $ ( 47.9 ) $ 64.3 Other comprehensive income (loss): 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 Comprehensive income $ 43.3 $ ( 16.9 ) $ 26.4 $ 159.8 $ ( 48.9 ) $ 110.9 See Condensed Notes to Consolidated Financial Statements. 4 Table of Contents Lamb Weston Holdings, Inc. Consolidated Balance Sheets (unaudited, dollars in millions, except share data) August 30, 2026 May 31, 2026 ASSETS Current assets: Cash and cash equivalents $ 166.3 $ 68.2 Receivables, net of allowances of $ 1.6 and $ 1.9 787.7 779.1 Inventories 965.3 968.5 Prepaid expenses and other current assets 130.5 198.6 Total current assets 2,049.8 2,014.4 Property, plant and equipment, net 3,618.9 3,690.0 Operating lease assets 105.9 111.6 Goodwill 1,124.9 1,130.1 Intangible assets, net 106.6 108.3 Other assets 317.2 325.7 Total assets $ 7,323.3 $ 7,380.1 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term borrowings $ 279.3 $ 249.4 Current portion of long-term debt and financing obligations 70.8 70.6 Accounts payable 631.1 613.1 Accrued liabilities 427.8 482.4 Total current liabilities 1,409.0 1,415.5 Long-term liabilities: Long-term debt and financing obligations, excluding current portion 3,578.5 3,595.2 Deferred income taxes 284.9 297.5 Other noncurrent liabilities 244.2 247.0 Total long-term liabilities 4,107.6 4,139.7 Commitments and contingencies Stockholders’ equity: Common stock of $ 1.00 par value, 600,000,000 shares authorized; 152,590,803 and 152,134,757 shares issued 152.6 152.1 Treasury stock, at cost, 14,829,332 and 14,679,316 common shares ( 969.5 ) ( 961.8 ) Additional distributed capital ( 410.3 ) ( 426.9 ) Retained earnings 2,904.8 2,929.7 Accumulated other comprehensive income 129.1 131.8 Total stockholders’ equity 1,806.7 1,824.9 Total liabilities and stockholders’ equity $ 7,323.3 $ 7,380.1 See Condensed Notes to Consolidated Financial Statements. 5 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Stockholders’ Equity (unaudited, dollars in millions, except share and per share data) Thirteen Weeks Ended August 30, 2026 and August 24, 2025 Common Stock, net of Treasury Shares Common Stock Amount Treasury Stock Amount Additional Paid-in (Distributed) Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity 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 — — — — ( 52.2 ) — ( 52.2 ) Common stock issued 456,046 0.5 — ( 0.3 ) — — 0.2 Stock-settled, stock-based compensation expense — — — 15.1 — — 15.1 Repurchase of common stock and common stock withheld to cover taxes ( 150,016 ) — ( 7.7 ) — — — ( 7.7 ) Other — — — 1.8 ( 1.8 ) — — Comprehensive income (loss) — — — — 29.1 ( 2.7 ) 26.4 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 Dividends declared, $ 0.37 per share — — — — ( 51.6 ) — ( 51.6 ) Common stock issued 442,575 0.4 — ( 0.4 ) — — — Stock-settled, stock-based compensation expense — — — 10.6 — — 10.6 Repurchase of common stock and common stock withheld to cover taxes ( 344,924 ) — ( 18.7 ) — — — ( 18.7 ) Other — — — 0.7 0.2 — 0.9 Comprehensive income — — — — 64.3 46.6 110.9 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. 6 Table of Contents Lamb Weston Holdings, Inc. Consolidated Statements of Cash Flows (unaudited, dollars in millions) Thirteen Weeks Ended August 30, 2026 August 24, 2025 Cash flows from operating activities Net income $ 29.1 $ 64.3 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangibles and debt issuance costs 100.9 95.3 Stock-settled, stock-based compensation expense 15.1 10.6 Equity method investment (earnings) loss, net of distributions ( 3.1 ) 0.2 Deferred income taxes ( 11.9 ) 14.5 Cost Savings Program and Restructuring expenses 24.1 — Other 11.4 11.6 Changes in operating assets and liabilities: Receivables ( 5.2 ) 17.6 Inventories 1.5 136.3 Income taxes payable/receivable, net 32.1 22.8 Prepaid expenses and other current assets 34.6 40.2 Accounts payable 59.2 ( 47.7 ) Accrued liabilities ( 53.0 ) ( 13.7 ) Net cash provided by operating activities $ 234.8 $ 352.0 Cash flows from investing activities Additions to property, plant and equipment ( 88.7 ) ( 77.6 ) Additions to other long-term assets ( 2.3 ) ( 1.6 ) Other 0.1 2.9 Net cash used for investing activities $ ( 90.9 ) $ ( 76.3 ) Cash flows from financing activities Proceeds from short-term borrowings 74.5 305.0 Repayments of short-term borrowings ( 44.4 ) ( 466.9 ) Repayments of debt and financing obligations ( 16.5 ) ( 16.2 ) Dividends paid ( 52.2 ) ( 51.7 ) Repurchase of common stock and common stock withheld to cover taxes ( 7.7 ) ( 18.7 ) 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 increase in cash and cash equivalents 98.1 27.9 Cash and cash equivalents, beginning of period 68.2 70.7 Cash and cash equivalents, end of period $ 166.3 $ 98.6 See Condensed Notes to Consolidated Financial Statements. 7 Table of Contents Lamb Weston Holdings, Inc. Condensed Notes to Consolidated Financial Statements (Unaudited) 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Lamb Weston Holdings, Inc. (“we,” “us,” “our,” the “Company,” or “Lamb Weston”) is a leading global producer, distributor, and marketer of value-added frozen potato products; headquartered in Eagle, Idaho. We have two reportable segments: North America and International. See Note 13, Segments, for additional information on our reportable segments. Basis of Presentation The accompanying unaudited Consolidated Financial Statements present the financial results of Lamb Weston and its consolidated subsidiaries for the thirteen weeks ended August 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. The preparation of financial statements involves the use of estimates and accruals. The actual results that we experience may differ materially from those estimates. Results for interim periods should not be considered indicative of results for our full fiscal year, which ends the last Sunday in May. These financial statements and related condensed notes should be read together with the consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 (the “Form 10-K”), where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. We filed the Form 10-K with the Securities and Exchange Commission (the “SEC”) on July 24, 2026. Certain amounts from prior period consolidated financial statements have been reclassified to conform with current period presentation. These reclassifications had no financial impact on previously reported net income, cash flows, or stockholders’ equity. Accounting Pronouncements 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. We are evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40): Targeted Improvements to Accounting for Internal-Use Software . This guidance provides criteria that must be met for entities to capitalize software development costs and factors to consider if there is significant uncertainty associated with the development activities of software. This guidance is effective for 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. 8 Table of Contents 2. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per common share for the periods presented: Thirteen Weeks Ended (in millions, except per share amounts) August 30, 2026 August 24, 2025 Numerator: Net income $ 29.1 $ 64.3 Denominator: Basic weighted average common shares outstanding 137.6 139.5 Add: Dilutive effect of employee incentive plans (a) 0.5 0.3 Diluted weighted average common shares outstanding 138.1 139.8 Earnings per share: Basic $ 0.21 $ 0.46 Diluted $ 0.21 $ 0.46 ___________________________________________ (a) Potential dilutive shares of common stock under employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance awards. As of August 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. 3. INCOME TAXES Income tax expense for the periods presented were as follows: Thirteen Weeks Ended (in millions) August 30, 2026 August 24, 2025 Income before income taxes and equity method earnings $ 39.8 $ 112.8 Equity method investment earnings (loss) $ 6.2 $ ( 0.6 ) Income tax expense $ 16.9 $ 47.9 Effective tax rate (a) (b) 36.7 % 42.7 % ___________________________________________ (a) The effective income tax rate is calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings. The effective tax rate varies from the U.S. statutory tax rate of 21% principally due to the impact of U.S. 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 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 . 9 Table of Contents 4. 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 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, 2025 Cost Savings Program and Restructuring Plan expenses related to: Retirement of assets and other plant charges (a) $ 6.9 $ 1.8 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 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, 2025 Cost Savings Program and Restructuring Plan expenses included in: Cost of sales $ 20.1 $ ( 0.4 ) Cost Savings Program and Restructuring expenses 14.1 32.3 $ 34.2 $ 31.9 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: 10 Table of Contents (in millions) Accrued restructuring liability, May 31, 2026 $ 8.0 Additions 10.1 Payments ( 8.6 ) Accrued restructuring liability, August 30, 2026 $ 9.5 5. INVENTORIES 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: materials, labor, and manufacturing overhead. The components of inventories were as follows: (in millions) August 30, 2026 May 31, 2026 Raw materials and packaging $ 114.4 $ 145.8 Finished goods 730.1 704.2 Supplies and other 120.8 118.5 Inventories $ 965.3 $ 968.5 6. PROPERTY, PLANT AND EQUIPMENT The components of property, plant and equipment were as follows: (in millions) August 30, 2026 May 31, 2026 Land and land improvements $ 222.4 $ 221.2 Buildings, machinery and equipment 5,746.7 5,689.0 Furniture, fixtures, office equipment and other 144.2 144.0 Construction in progress 282.0 327.3 Property, plant and equipment, at cost 6,395.3 6,381.5 Less accumulated depreciation ( 2,776.4 ) ( 2,691.5 ) Property, plant and equipment, net $ 3,618.9 $ 3,690.0 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. 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 weeks ended August 30, 2026 and August 24, 2025. Thirteen Weeks Ended (in millions) August 30, 2026 August 24, 2025 Depreciation - COS (a) $ 85.8 $ 82.8 Depreciation - SG&A 3.2 3.4 $ 89.0 $ 86.2 Amortization $ 10.8 $ 7.9 ___________________________________________ (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. 11 Table of Contents 7. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The following table presents changes in goodwill balances, by segment, for the thirteen weeks ended August 30, 2026: (in millions) North America International Total Balance at May 31, 2026 $ 780.3 $ 349.8 $ 1,130.1 Foreign currency translation adjustment ( 3.6 ) ( 1.6 ) ( 5.2 ) Balance at August 30, 2026 $ 776.7 $ 348.2 $ 1,124.9 Other identifiable intangible assets were as follows: August 30, 2026 May 31, 2026 (in millions, except useful lives) Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Weighted Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, Net 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) 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. 8. OTHER ASSETS The components of other assets were as follows: (in millions) August 30, 2026 May 31, 2026 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 Other 59.1 64.9 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. 9. ACCRUED LIABILITIES The components of accrued liabilities were as follows: (in millions) August 30, 2026 May 31, 2026 Accrued trade promotions $ 99.5 $ 100.3 Compensation and benefits 91.1 162.4 Dividends payable to shareholders 52.3 52.2 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 Derivative liabilities and payables 5.9 4.1 Other 68.8 40.6 Accrued liabilities $ 427.8 $ 482.4 12 Table of Contents 10. DEBT AND FINANCING OBLIGATIONS The components of our debt, including financing obligations, were as follows: 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) 18.6 (a) 33.7 (a) 279.3 249.4 Long-term debt: Term A-3 loan facility, due January 2030 (b) 376.9 5.670 % 382.5 6.060 % Term A-4 loan facility, due May 2029 (b) 292.5 6.690 % 296.6 6.690 % Term A-5 loan facility, due September 2031 (b) 462.5 5.660 % 468.8 5.660 % 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 % 4.875 % senior notes, due May 2028 500.0 4.875 % 500.0 4.875 % 4.125 % senior notes, due January 2030 970.0 4.125 % 970.0 4.125 % 4.375 % senior notes, due January 2032 700.0 4.375 % 700.0 4.375 % 3,658.1 3,675.3 Financing obligations: Lease financing obligations due on various dates through 2040 3.8 4.0 Total debt and financing obligations 3,941.2 3,928.7 Debt issuance costs (c) ( 12.6 ) ( 13.5 ) Short-term borrowings ( 279.3 ) ( 249.4 ) Current portion of long-term debt and financing obligations ( 70.8 ) ( 70.6 ) Long-term debt and financing obligations, excluding current portion $ 3,578.5 $ 3,595.2 ___________________________________________ (a) Other credit facilities consist of short-term facilities at our subsidiaries used for working capital purposes. Borrowings under these facilities bear interest at various rates. (b) The interest rates applicable to the Term A-3, A-4, and A-5 loans do not include anticipated patronage dividends. We have received and expect to continue receiving patronage dividends under these term loan facilities. (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. Financial Statements and Supplementary Data” of the Form 10-K. 13 Table of Contents 11. FAIR VALUE MEASUREMENTS The fair values of cash equivalents, receivables, accounts payable, and short-term debt approximate their carrying amounts due to their short duration. The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall: As of August 30, 2026 (in millions) Level 1 Level 2 Level 3 Fair Value of Assets (Liabilities) Derivative assets (a) $ — $ 26.4 $ — $ 26.4 Derivative liabilities (a) — ( 5.9 ) — ( 5.9 ) Deferred compensation liabilities (b) — ( 27.8 ) — ( 27.8 ) Fair value, net $ — $ ( 7.3 ) $ — $ ( 7.3 ) As of May 31, 2026 (in millions) Level 1 Level 2 Level 3 Fair Value of Assets (Liabilities) Derivative assets (a) $ — $ 25.3 $ — $ 25.3 Derivative liabilities (a) — ( 4.1 ) — ( 4.1 ) Deferred compensation liabilities (b) — ( 25.5 ) — ( 25.5 ) Fair value, net $ — $ ( 4.3 ) $ — $ ( 4.3 ) ___________________________________________ (a) Derivative assets and liabilities included in Level 2 primarily represent commodity swaps, option contracts, and currency contracts. 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. (b) The fair values of our Level 2 deferred compensation liabilities were valued using third-party valuations, which are based on the net asset values of mutual funds in our retirement plans. While the underlying assets are actively traded on an exchange, the funds are not. Deferred compensation liabilities are primarily presented within “Other noncurrent liabilities” on our Consolidated Balance Sheets. 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. The fair value of our variable-rate term debt approximates the carrying amount and approximates current market prices. 12. STOCKHOLDERS’ EQUITY Share Repurchase Program 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. 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. 14 Table of Contents Dividends 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 August 30, 2026, were as follows: (in millions) Foreign Currency Translation Gain Pension and Post-Retirement Benefits Accumulated Other Comprehensive Income Balance as of May 31, 2026 $ 131.0 $ 0.8 $ 131.8 Other comprehensive income before reclassifications, net of tax ( 2.5 ) ( 0.2 ) ( 2.7 ) Balance as of August 30, 2026 $ 128.5 $ 0.6 $ 129.1 13. SEGMENTS We manage our operations in two business segments, North America and International. As a result of how we manage the business, we have two operating segments, each of which is a reportable segment: North America and International. North America includes activity that occurs in the United States, Canada, and Mexico. International includes all activity that does not occur within the North America segment. Both segments primarily manufacture frozen potato products for sale to our customers. These reportable segments are each managed by a general manager and supported by a cross-functional team assigned to support the segment. 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. 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. 15 Table of Contents 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 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 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 Other segment items (a) ( 6.2 ) — 0.6 — 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 ) Stock-based compensation 15.1 10.6 Items impacting comparability: 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 Income before income taxes 46.0 112.2 Income tax expense 16.9 47.9 Net income $ 29.1 $ 64.3 __________________________________________ (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. (c) Cost Savings Program, Restructuring Plan, and other expenses relate to costs incurred under the Restructuring Plans. See Note 4, Cost Savings Program and Restructuring, of these Condensed Notes to Consolidated Financial Statements for additional information. (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. 16 Table of Contents 14. COMMITMENTS, CONTINGENCIES, GUARANTEES AND LEGAL PROCEEDINGS We have financial commitments and other obligations that arise in the ordinary course of our business. These include long-term debt, lease obligations, and purchase commitments for goods and services. There have been no material changes to the commitments, contingencies, and guarantees disclosed in Note 14, Commitments, Contingencies, Guarantees, and Legal Proceedings, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of the Form 10-K. Legal Proceedings In June 2024, two putative class actions were filed in the U.S. District Court for the District of Idaho against the Company and certain of our current and former executive officers alleging violations of the federal securities laws. 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 (“ERP”) 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. 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 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. District Court for the Northern District of Illinois against the Company, certain of our subsidiaries and a number of other producers of frozen potato products alleging violations of antitrust laws. Additional class action complaints were later filed in the same court, based on similar allegations, bringing antitrust claims on behalf of putative classes of direct purchasers, commercial and institutional indirect purchasers, and end-consumer indirect purchasers. Some complaints named additional defendants. The complaints were ordered to be consolidated and amended. On October 6, 2025, plaintiffs filed three consolidated complaints on behalf of their putative classes, asserting amended claims against the Company, certain of our subsidiaries, other producers of frozen potato products, and a data provider. The consolidated complaints allege, among other things, that beginning at least as early as January 1, 2021, the defendants conspired to raise the price of frozen potato products above competitive levels in violation of U.S. antitrust laws by coordinating prices of frozen potato products and imposing lockstep price increases, allegedly facilitated by the exchange of non-public information about prices and production. The complaints on behalf of the putative classes of indirect purchasers also assert claims under various state laws, including state antitrust laws, unfair competition laws, and consumer protection statutes. The relief sought in the complaints includes treble damages, injunctive relief, equitable monetary relief, pre- and post-judgment interest, costs and attorneys’ fees. On December 5, 2025, defendants filed a motion to dismiss. 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. On December 15, 2025, the Superior Court of Quebec terminated the Quebec action due to lack of service. We believe these complaints 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. 17 Table of Contents 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. These claims, legal proceedings and litigation principally arise from alleged casualty, product liability, employment, and other disputes. In determining loss contingencies, we consider the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. 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 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. 18 Table of Contents