The Compensation and Human Capital Committee (“the Committee”) of our Board of Directors (the “Board”) administers our stock compensation plan (“Stock Plan”). The Committee, in its discretion, authorizes grants of restricted stock units (“RSUs”), performance share awards payable upon the attainment of specified performance goals (“Performance Shares”), dividend equivalents, and other stock-based awards. At May 31, 2026, we had 10.0 million shares authorized for issuance under the Stock Plan, and 2.0 million shares were available for future grants.

On February 2, 2026, the Committee adopted the Lamb Weston Holdings, Inc. 2026 Inducement Stock Plan (the “Inducement Plan”), pursuant to which the Committee may grant RSUs, Performance Shares, stock options, dividend equivalents and other stock-based awards to individuals who were not previously employees of the Company, or who are returning to employment following a bona fide period of non-employment with the Company, as an inducement material to such persons entering into employment with the Company. At May 31, 2026, we had 2,000,000 shares authorized for issuance under the Inducement Plan, and 0.5 million shares were available for future grants. On July 13, 2026, the Committee amended the plan to reduce the shares authorized for issuance under the plan to 1,538,000 shares of our common stock.

We grant RSUs to eligible employees and non-employee directors. The employee RSUs generally vest over a three-year period following the grant date, while the non-employee director RSUs generally vest one year after the grant date. We estimate the fair value of the RSUs based upon the market price of our common stock on the date of grant. Compensation expense is recognized over the period the employee or non-employee director provides service in exchange for the award.

In connection with two key employees’ respective employment with Lamb Weston, we provide a match of RSUs on their purchases of Lamb Weston common stock. One agreement provides a one-for-one share match of RSUs, which vest three years after the grant date, up to 300,000 shares, and the other agreement provides a dollar-for-dollar match of RSUs, which vest over a three-year period following the grant date, up to $1,000,000. As of May 31, 2026, we matched 300,000 shares and $0.6 million.

Performance Shares are granted to certain executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. Awards actually earned range from 0% to 200% of the targeted number of Performance Shares for each of the performance periods. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the Stock Plan, any shares earned will generally vest over a three-year period following the grant date. The value of these Performance Shares is adjusted based upon the market price of our common stock and the anticipated attainment of Company-wide performance goals at the end of each reporting period and amortized as compensation expense over the service period.

We have also granted Performance Shares with vesting contingent upon relative total shareholder return and return on invested capital goals. Awards actually earned range from 0% to 200% of the targeted number of Performance Shares. These Performance Shares are equity-settled awards that vest over a three-year service period following the grant date, and the number of units that actually vest is determined based on the achievement of the performance criteria set forth in the respective award agreement. The awards are measured based on estimated fair value as of the date of grant determined using a Monte Carlo simulation, and are amortized over the service period.


	Assumptions
Expected volatility of stock (%)	40.45% - 50.63%
Risk-free interest rate (%)	3.74% - 3.80%
Expected life (years)	2.13 - 2.84
Weighted average grant date fair value per unit	$	86.93


	RSUs			Performance Shares
	Shares	Weighted- Average Grant- Date Fair Value		Shares	Weighted- Average Grant- Date Fair Value
Outstanding at May 25, 2025	902,234	$	67.86	514,222	$	80.13
Granted (a)	1,253,369	53.82		95,787	81.39
Performance condition adjustment	0	—		(130,635)	93.01
Vested (b)	(455,997)	73.03		(107,823)	91.41
Forfeited/expired/cancelled	(87,724)	63.52		(17,064)	68.15
Outstanding at May 31, 2026	1,611,882	$	55.72	354,487	$	72.87

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(b)The aggregate fair value of awards that vested in fiscal 2026, 2025, and 2024 was $28.3 million, $37.7 million, and $44.3 million, respectively, which represents the market value of our common stock on the date that the RSUs and Performance Shares vested. The number of RSUs and Performance Shares vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. RSUs that are expected to vest are net of estimated future forfeitures.

We have granted stock options to employees and non-employee directors to purchase shares of our common stock at exercise prices equal to the fair market value of the underlying common stock on the grant date. Stock options granted to employees generally become exercisable in three annual installments beginning on the first anniversary of the grant date and have a maximum term of seven years. Stock options granted to non-employee directors generally vest one year after the grant date and have a term of ten years. In fiscal 2026, we also granted above-market priced stock options to certain of our executive offices. These stock options have exercise prices above the fair market value of the underlying common stock on the date of grant, become exercisable three years after the date of grant and have a term of five years. During the fiscal year ended May 31, 2026, we granted 4.2 million stock options at a weighted-average grant date fair value of $11.45.


	Shares	Weighted- Average Exercise Price (per share)		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions) (a)
Outstanding at May 25, 2025	646,482	$	69.72	5.9	$	2.4
Granted	4,239,358	67.30
Exercised	(134,005)	33.10
Forfeited/cancelled	(36,683)	62.18
Outstanding at May 31, 2026	4,715,152	$	68.65	6.1	$	0.1

Exercisable at May 31, 2026	514,524	$	78.98	6.1	$	0.1

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(a)The aggregate intrinsic values represent the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of our fiscal 2026, or $43.18 as of May 29, 2026, and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all option holders exercised their in-the-money stock options at the end of the fiscal year. The amount changes based on the fair market value of our common stock.

Our stock-based compensation expense is recorded in “Selling, general and administrative expenses.” Compensation expense for stock-based awards recognized in the Consolidated Statements of Earnings, net of forfeitures, was as follows:


	For the Fiscal Years Ended May
(in millions)	2026		2025		2024
Stock-settled RSUs	$	34.2	$	28.9	$	27.3
Performance Shares	4.3		6.2		14.9
Stock options	7.7		4.4		4.6
Stock-settled compensation expense	46.2		39.5		46.8
Income tax benefit (a)	(7.7)		(6.0)		(7.5)
Total compensation expense, net of tax benefit	$	38.5	$	33.5	$	39.3

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(in millions, except data in years)	Unrecognized Compensation Expense		Remaining Weighted Average Recognition Period (in years)
Stock-settled RSUs	$	59.4	1.7
Performance Shares	7.2		1.6
Stock options	40.5		2.5
Total unrecognized compensation expense	$	107.1