lw-20250824

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________________

FORM 10-Q

_________________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 24, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-37830

_________________________________________________________________

LAMB WESTON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware						61-1797411
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

599 S. Rivershore Lane Eagle, Idaho						83616
(Address of principal executive offices)						(Zip Code)

(208) 938-1047

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of September 23, 2025, the Registrant had 139,352,480 shares of common stock, par value $1.00 per share, outstanding.

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Part I. FINANCIAL INFORMATION
	Item 1	Financial Statements (Unaudited)
		Consolidated Statements of Earnings	3
		Consolidated Statements of Comprehensive Income	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Stockholders’ Equity	6
		Consolidated Statements of Cash Flows	7
		Condensed Notes to Consolidated Financial Statements (Unaudited)	8
	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3	Quantitative and Qualitative Disclosures About Market Risk	25
	Item 4	Controls and Procedures	26

Part II. OTHER INFORMATION			27
	Item 1	Legal Proceedings	27
	Item 1A	Risk Factors	27
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	27
	Item 3	Defaults Upon Senior Securities	27
	Item 4	Mine Safety Disclosures	27
	Item 5	Other Information	27
	Item 6	Exhibits	28

Signature			29

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Lamb Weston Holdings, Inc.

Consolidated Statements of Earnings

(unaudited, in millions, except per share amounts)


	Thirteen Weeks Ended
	August 24, 2025		August 25, 2024
Net sales	$	1,659.3	$	1,654.1
Cost of sales	1,316.9		1,298.1
Gross profit	342.4		356.0
Selling, general and administrative expenses	153.6		143.9
Restructuring expense	32.3		—
Income from operations	156.5		212.1
Interest expense, net	43.7		45.2
Income before income taxes and equity method earnings	112.8		166.9
Income tax expense	47.9		50.8
Equity method investment earnings (loss)	(0.6)		11.3
Net income	$	64.3	$	127.4
Earnings per share:
Basic	$	0.46	$	0.89
Diluted	$	0.46	$	0.88
Weighted average common shares outstanding:
Basic	139.5		143.6
Diluted	139.8		144.2

See Condensed Notes to Consolidated Financial Statements.

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Lamb Weston Holdings, Inc.

Consolidated Statements of Comprehensive Income

(unaudited, dollars in millions)


	Thirteen weeks ended August 24, 2025						Thirteen weeks ended August 25, 2024
	Pre-Tax Amount		Tax (Expense) Benefit		After-Tax Amount		Pre-Tax Amount		Tax (Expense) Benefit		After-Tax Amount
Net income	$	112.2	$	(47.9)	$	64.3	$	178.2	$	(50.8)	$	127.4
Other comprehensive income (loss):
Unrealized pension and post-retirement benefit obligations gain (loss)	6.3		(1.0)		5.3		(0.2)		—		(0.2)
Unrealized currency translation gains	41.3		—		41.3		56.6		(0.6)		56.0
Other	—		—		—		(0.2)		0.1		(0.1)
Comprehensive income	$	159.8	$	(48.9)	$	110.9	$	234.4	$	(51.3)	$	183.1

See Condensed Notes to Consolidated Financial Statements.

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Lamb Weston Holdings, Inc.

Consolidated Balance Sheets

(unaudited, dollars in millions, except share data)


	August 24, 2025		May 25, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	98.6	$	70.7
Receivables, net of allowances of $0.9 and $0.9	772.7		781.6
Inventories	906.8		1,035.4
Prepaid expenses and other current assets	95.2		145.0
Total current assets	1,873.3		2,032.7
Property, plant and equipment, net	3,686.7		3,687.9
Operating lease assets	117.7		113.2
Goodwill	1,113.7		1,090.2
Intangible assets, net	114.5		114.0
Other assets	330.8		354.6
Total assets	$	7,236.7	$	7,392.6

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	215.4	$	370.8
Current portion of long-term debt and financing obligations	81.8		77.8
Accounts payable	544.9		616.4
Accrued liabilities	415.9		411.0
Total current liabilities	1,258.0		1,476.0
Long-term liabilities:
Long-term debt and financing obligations, excluding current portion	3,670.9		3,682.8
Deferred income taxes	264.0		253.5
Other noncurrent liabilities	254.0		242.6
Total long-term liabilities	4,188.9		4,178.9
Commitments and contingencies
Stockholders’ equity:
Common stock of $1.00 par value, 600,000,000 shares authorized; 151,832,842 and 151,390,267 shares issued	151.8		151.4
Treasury stock, at cost, 12,497,431 and 12,152,507 common shares	(856.7)		(838.0)
Additional distributed capital	(468.2)		(479.1)
Retained earnings	2,861.8		2,848.9
Accumulated other comprehensive income	101.1		54.5
Total stockholders’ equity	1,789.8		1,737.7
Total liabilities and stockholders’ equity	$	7,236.7	$	7,392.6

See Condensed Notes to Consolidated Financial Statements.

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Lamb Weston Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

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


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

Balance at May 26, 2024	143,666,656	$	150.7	$	(540.9)	$	(508.9)	$	2,699.8	$	(12.9)	$	1,787.8
Dividends declared, $0.36 per share	—	—		—		—		(51.6)		—		(51.6)
Common stock issued	520,494	0.6		—		(0.6)		—		—		—
Stock-settled, stock-based compensation expense	—	—		—		9.5		—		—		9.5
Repurchase of common stock and common stock withheld to cover taxes	(1,591,793)	—		(92.2)		—		—		—		(92.2)
Other	—	—		(0.6)		1.0		(0.3)		—		0.1
Comprehensive income	—	—		—		—		127.4		55.7		183.1
Balance at August 25, 2024	142,595,357	$	151.3	$	(633.7)	$	(499.0)	$	2,775.3	$	42.8	$	1,836.7

See Condensed Notes to Consolidated Financial Statements.

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Lamb Weston Holdings, Inc.

Consolidated Statements of Cash Flows

(unaudited, dollars in millions)


	Thirteen Weeks Ended
	August 24, 2025		August 25, 2024
Cash flows from operating activities
Net income	$	64.3	$	127.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles and debt issuance costs	95.3		90.5
Stock-settled, stock-based compensation expense	10.6		9.5
Equity method investment (earnings) loss, net of distributions	0.2		(0.1)
Deferred income taxes	14.5		(2.9)
Pension expense, net of contributions	13.1		0.6
Blue chip swap transaction gains	—		(16.6)
Other	(1.5)		(15.0)
Changes in operating assets and liabilities:
Receivables	17.6		31.9
Inventories	136.3		10.2
Income taxes payable/receivable, net	22.8		49.1
Prepaid expenses and other current assets	40.2		50.1
Accounts payable	(47.7)		9.5
Accrued liabilities	(13.7)		(14.0)
Net cash provided by operating activities	$	352.0	$	330.2
Cash flows from investing activities
Additions to property, plant and equipment	(77.6)		(325.9)
Additions to other long-term assets	(1.6)		(26.3)

Proceeds from blue chip swap transactions, net of purchases	—		16.6
Other	2.9		—
Net cash used for investing activities	$	(76.3)	$	(335.6)
Cash flows from financing activities
Proceeds from short-term borrowings	305.0		398.0
Repayments of short-term borrowings	(466.9)		(194.4)
Proceeds from issuance of debt	—		3.3
Repayments of debt and financing obligations	(16.2)		(10.2)
Dividends paid	(51.7)		(51.7)
Repurchase of common stock and common stock withheld to cover taxes	(18.7)		(92.2)
Other	—		(0.6)
Net cash (used for) provided by financing activities	$	(248.5)	$	52.2
Effect of exchange rate changes on cash and cash equivalents	0.7		2.6
Net increase in cash and cash equivalents	27.9		49.4
Cash and cash equivalents, beginning of period	70.7		71.4
Cash and cash equivalents, end of period	$	98.6	$	120.8

See Condensed Notes to Consolidated Financial Statements.

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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 24, 2025 and August 25, 2024, and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).

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 25, 2025 (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 23, 2025.

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 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. 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.

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

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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 24, 2025		August 25, 2024
Numerator:
Net income	$	64.3	$	127.4

Denominator:
Basic weighted average common shares outstanding	139.5		143.6
Add: Dilutive effect of employee incentive plans (a)	0.3		0.6
Diluted weighted average common shares outstanding	139.8		144.2

Earnings per share:
Basic	$	0.46	$	0.89
Diluted	$	0.46	$	0.88

___________________________________________

(a)Potential dilutive shares of common stock under employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock units and performance awards. As of August 24, 2025 and August 25, 2024, 1.7 million and 0.8 million, respectively, shares of stock-based awards were excluded from the computation of diluted earnings per share because they would be antidilutive.

3. INCOME TAXES

Income tax expense for the periods presented were as follows:


	Thirteen Weeks Ended
(in millions)	August 24, 2025		August 25, 2024
Income before income taxes and equity method earnings	$	112.8	$	166.9
Equity method investment earnings (loss)	(0.6)		11.3
Income tax expense	47.9		50.8
Effective tax rate (a)	42.7%		28.5%

___________________________________________

(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.

Compared to the thirteen weeks ended August 25, 2024, the effective tax rate is higher primarily due to having a larger proportion of losses in certain jurisdictions with no expected tax benefits. In addition, the thirteen weeks ended August 24, 2025 included $10.2 million of discrete tax expense, primarily related to the establishment of a full valuation allowance against certain international deferred tax assets.

Income Taxes Paid

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

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4. RESTRUCTURING

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

We expect to recognize total pre-tax cash charges of $70 million to $100 million, most of which will be paid in fiscal 2026, related to the Cost Savings Program. The charges in the first fiscal quarter of 2026 largely relate to professional service fees and employee severance and other one-time termination benefits related to headcount reductions. In connection with the Restructuring Plan, we have recognized $187.6 million of pre-tax charges since it was announced. We do not expect any future costs in connection with the Restructuring Plan at this time.

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


(in millions)	Thirteen Weeks Ended August 24, 2025
Expenses related to: (a)	Restructuring Plan		Cost Savings Program		Total
Accelerated depreciation, retirement of assets, and other plant charges (b)	$	1.8	$	—	$	1.8


Employee-related costs (c)	—		8.1		8.1
Professional services and other	—		22.0		22.0
	$	1.8	$	30.1	$	31.9

___________________________________________

(a)These charges were included in Cost of sales and Restructuring expense in the Company’s Consolidated Statement of Earnings. They are included as “unallocated corporate costs” before being reconciled in the Segment Adjusted EBITDA to Net income table in Note 13, Segments, of these Condensed Notes to the Consolidated Financial Statements.

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

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

Accruals remaining under the Plans are recorded as current liabilities within “Accounts payable” and “Accrued liabilities” in the accompanying Consolidated Balance Sheet at August 24, 2025. The following is a roll-forward of restructuring activity:


(in millions)	Restructuring Plan		Cost Savings Program		Total
Accrued restructuring liability, May 25, 2025	$	21.5	$	—	$	21.5
Additions	1.8		30.1		31.9
Payments	(18.9)		(7.2)		(26.1)
Accrued restructuring liability, August 24, 2025	$	4.4	$	22.9	$	27.3

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 24, 2025		May 25, 2025
Raw materials and packaging	$	127.6	$	171.5
Finished goods	668.4		755.7
Supplies and other	110.8		108.2
Inventories	$	906.8	$	1,035.4

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6. PROPERTY, PLANT AND EQUIPMENT

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


(in millions)	August 24, 2025		May 25, 2025
Land and land improvements	$	210.2	$	191.6
Buildings, machinery and equipment	5,491.9		5,136.3
Furniture, fixtures, office equipment and other	171.0		161.9
Construction in progress	249.7		551.7
Property, plant and equipment, at cost	6,122.8		6,041.5
Less accumulated depreciation	(2,436.1)		(2,353.6)
Property, plant and equipment, net	$	3,686.7	$	3,687.9

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

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


	Thirteen Weeks Ended
(in millions)	August 24, 2025		August 25, 2024
Depreciation - COS	$	82.8	$	78.5
Depreciation - SG&A	3.4		3.4


	$	86.2	$	81.9



Amortization	$	7.9	$	7.4

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

7. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

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


(in millions)	North America		International		Total
Balance at May 25, 2025	$	753.2	$	337.0	$	1,090.2
Foreign currency translation adjustment	16.3		7.2		23.5
Balance at August 24, 2025	$	769.5	$	344.2	$	1,113.7

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Other identifiable intangible assets were as follows:


	August 24, 2025							May 25, 2025
(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
Non-amortizing intangible assets (a)	n/a	$	18.0	$	—	$	18.0	n/a	$	18.0	$	—	$	18.0
Amortizing intangible assets (b)	13	143.8		(47.3)		96.5		13	140.8		(44.8)		96.0
		$	161.8	$	(47.3)	$	114.5		$	158.8	$	(44.8)	$	114.0

___________________________________________

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

(b)Amortizing intangible assets are principally composed of licensing agreements, brands, and customer relationships. Foreign intangible assets are affected by foreign currency translation.

8. OTHER ASSETS

The components of other assets were as follows:


(in millions)	August 24, 2025		May 25, 2025
Capitalized software costs	$	199.8	$	208.7
Equity method investments	47.1		47.5
Property, plant and equipment deposits	22.4		30.3
Other	61.5		68.1
Other assets	$	330.8	$	354.6

9. ACCRUED LIABILITIES

The components of accrued liabilities were as follows:


(in millions)	August 24, 2025		May 25, 2025
Compensation and benefits	$	102.3	$	104.5
Accrued trade promotions	98.8		88.2
Dividends payable to shareholders	51.6		51.7
Taxes payable	46.7		37.3
Accrued interest	25.1		36.3
Current portion of operating lease obligations	23.5		23.9
Plant utilities and accruals	21.5		23.0
Derivative liabilities and payables	6.4		7.0
Other	40.0		39.1
Accrued liabilities	$	415.9	$	411.0

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10. DEBT AND FINANCING OBLIGATIONS

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


(in millions)	August 24, 2025				May 25, 2025
	Amount		Interest Rate		Amount		Interest Rate
Short-term borrowings:
Revolving credit facility	$	181.6	4.100	%	$	333.2	5.940	%
Other credit facilities (a)	33.8				37.6
	215.4				370.8
Long-term debt:
Term A-3 loan facility, due January 2030 (b)	399.3		6.430		405.0		6.900
Term A-4 loan facility, due May 2029 (b)	308.8		6.690		312.8		6.630
Term A-5 loan facility, due September 2031 (b)	487.5		5.660		493.8		5.650
RMB loan facility, due February 2027	144.0		3.800		143.8		4.040
RMB loan facility, due September 2029	19.7		3.800		19.6		3.960
Euro term loan facility, due May 2029	234.3		3.500		227.2		4.510
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
	3,763.6				3,772.2
Financing obligations:
Lease financing obligations due on various dates through 2040	4.9				5.2

Total debt and financing obligations	3,983.9				4,148.2
Debt issuance costs (c)	(15.8)				(16.8)
Short-term borrowings	(215.4)				(370.8)
Current portion of long-term debt and financing obligations	(81.8)				(77.8)
Long-term debt and financing obligations, excluding current portion	$	3,670.9			$	3,682.8

___________________________________________

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

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

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

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.

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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 24, 2025
(in millions)	Level 1		Level 2		Level 3		Fair Value of Assets (Liabilities)

Derivative assets (a)	$	—	$	16.2	$	—	$	16.2
Derivative liabilities (a)	—		(6.4)		—		(6.4)
Deferred compensation liabilities (b)	—		(29.5)		—		(29.5)
Fair value, net	$	—	$	(19.7)	$	—	$	(19.7)


	As of May 25, 2025
(in millions)	Level 1		Level 2		Level 3		Fair Value of Assets (Liabilities)

Derivative assets (a)	$	—	$	10.2	$	—	$	10.2
Derivative liabilities (a)	—		(7.0)		—		(7.0)
Deferred compensation liabilities (b)	—		(27.0)		—		(27.0)
Fair value, net	$	—	$	(23.8)	$	—	$	(23.8)

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(a)Derivative assets and liabilities included in Level 2 primarily represent commodity swaps, option contracts, interest rate swap and currency contracts. The fair value of these derivatives were determined using valuation models that use market observable inputs including both forward and spot prices. 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 24, 2025, we had $2,966.3 million of fixed-rate and $1,012.7 million of variable-rate debt outstanding. Based on current market rates, the fair value of our fixed-rate debt was estimated to be $2,888 million as of August 24, 2025. 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”) authorized a program, with no expiration date, to repurchase up to $750.0 million of our common stock. During the thirteen weeks ended August 24, 2025, we repurchased 187,259 shares of our common stock for an aggregate purchase price of $10.4 million, or a weighted-average price of $55.34 per share. As of August 24, 2025, approximately $348 million remained authorized for repurchase under our share repurchase program.

Dividends

During the thirteen weeks ended August 24, 2025, we paid $51.7 million of cash dividends to our common stockholders. In addition, on August 29, 2025, we paid $51.6 million of cash dividends to common stockholders of record as of the close of business on August 1, 2025. On September 25, 2025, the Board declared a cash dividend of $0.37 per

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

Accumulated Other Comprehensive Income (Loss)

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


(in millions)	Foreign Currency Translation Gain (Loss)		Pension and Post-Retirement Benefits		Other		Accumulated Other Comprehensive Income (Loss)
Balance as of May 25, 2025	$	58.9	$	(4.6)	$	0.2	$	54.5
Other comprehensive income before reclassifications, net of tax	41.3		5.3		—		46.6
Net current-period other comprehensive income

SEC Form 10-Q filed by Lamb Weston Holdings Inc.