Lamb Weston Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

Lamb Weston Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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Lamb Weston Holdings, Inc.599 S. Rivershore Lane Eagle, Idaho 83616

August 7, 2025

Dear Fellow Stockholders,

I am honored to have recently been appointed Chairman of the Lamb Weston Board and proud of the progress underway to drive profitable growth by reorienting the Company’s strategic focus on customers, execution and innovation. Lamb Weston has made significant strides to identify operational and cost efficiencies as part of its Focus to Win strategic plan and importantly, returned to growth in the second half of the year, building upon its momentum in customer wins and retention.

In addition to the operational and strategic initiatives underway, during 2025, Lamb Weston implemented changes to our senior leadership team, including the promotion of Mike Smith from Chief Operating Officer to President and Chief Executive Officer, the Board, including six new independent directors, and our compensation program designed to drive accountability in cash flow generation and capital deployment. Beginning in fiscal 2026, our annual incentive plan will include a free cash flow target, and our fiscal 2026 long-term incentive plan will include a return on invested capital metric– metrics that stockholders expressed they would like to see in our compensation program. To further enhance stockholder alignment, the Board unanimously elected to have its annual retainer paid in 100 percent equity.

Over the past 75 years, Lamb Weston has earned its reputation as an industry leader through upholding a long track record of category-leading innovation, exceptional products and customer-centric service. I, along with the rest of the Board, am confident that our Focus to Win strategy, centered on unlocking near- and long-term value, will further enhance Lamb Weston’s position as a leading supplier of value-added frozen potato products.

We appreciate the continued interest and support of all our stockholders.

Sincerely,

Brad Alford Chairman of the Board of Directors

LAMB WESTON HOLDINGS, INC.

599 S. Rivershore Lane

Eagle, Idaho 83616

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Date and Time

Thursday, September 25, 2025

8:00 a.m. Mountain Daylight Time

Place

Lamb Weston Holdings, Inc.

533 S. Rivershore Lane

Eagle, Idaho 83616

If you attend the Annual Meeting, you will be asked to present a valid form of government-issued photo identification and an admission ticket or bank/brokerage statement to confirm stock ownership as of the record date.

Whether or not you plan to attend, please be sure to vote your shares by proxy. As always, we encourage you to vote your shares prior to the Annual Meeting. It is important that your shares be represented.

Items of Business

•To elect as directors the director nominees named in the Proxy Statement

•To hold an advisory vote to approve the compensation of our named executive officers

•To ratify the selection of KPMG LLP as our independent auditors for fiscal 2026

•To transact any other business properly presented at the Annual Meeting

Who May Vote

Stockholders of record as of the close of business on August 1, 2025 are entitled to notice of and to vote at the Annual Meeting and at any postponements or adjournments thereof.

August 7, 2025

Phuong T. Lam

Vice President and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUALMEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 25, 2025Our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended May 25, 2025 are available at www.proxyvote.com. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a paper copy of our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K unless you specifically request a copy. You may request a paper copy by following the instructions on the Notice of Internet Availability of Proxy Materials.We began making our proxy materials first available on August 7, 2025.

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Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Words such as “will,” “drive,” “enhance,” “focus,” “unlock,” "remain," "invest," "generate," "expect," "anticipate" and variations of such words and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our business and financial outlook and prospects, our plans and strategies and anticipated benefits therefrom, including cost savings actions, and anticipated conditions in our industry and the global economy. These forward-looking statements are based on management’s current expectations and are subject to uncertainties and changes in circumstances. Readers of this Proxy Statement should understand that these statements are not guarantees of performance or results. Many factors could affect these forward-looking statements and our actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this Proxy Statement. These risks and uncertainties include, among other things: consumer preferences, including restaurant traffic in North America and our international markets, and an uncertain general economic environment, including tariffs, inflationary pressures and recessionary concerns, any of which could adversely impact our business, financial condition or results of operations, including the demand and prices for our products; the availability and prices of raw materials and other commodities; operational challenges; our ability to successfully implement our restructuring plans or other cost-savings or efficiency initiatives, including achieving the benefits of those activities and possible changes in the size and timing of related charges; difficulties, disruptions or delays in implementing new technology; levels of labor and people-related expenses; our ability to successfully execute our long-term value creation strategies; our ability to execute on large capital projects, including construction of new production lines or facilities; the competitive environment and related conditions in the markets in which we operate; political and economic conditions in the countries in which we conduct business and other factors related to our international operations; disruptions in the global economy caused by conflicts such as the war in Ukraine and conflicts in the Middle East and the possible related heightening of our other known risks; the ultimate outcome of litigation or any product recalls or withdrawals; changes in our relationships with our growers or significant customers; impacts on our business due to health pandemics or other contagious outbreaks, such as the COVID-19 pandemic, including impacts on demand for our products, increased costs, disruption of supply, other constraints in the availability of key commodities and other necessary services or restrictions imposed by public health authorities or governments; disruption of our access to export mechanisms; risks associated with integrating acquired businesses, including our former European joint venture, Lamb-Weston/Meijer v.o.f.; risks associated with other possible acquisitions; our debt levels; actions of governments and regulatory factors affecting our businesses; our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; and other risks described in our reports filed from time to time with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on any forward-looking statements included in this Proxy Statement, which speak only as of the date of this Proxy Statement. We undertake no responsibility for updating these statements, except as required by law.

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