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)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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

July 30, 2026

Dear Fellow Shareholders,

Fiscal year 2026 marked an important period of stabilization for Lamb Weston. We strengthened our leadership, sharpened our business priorities, and took decisive actions to better position the Company for improved performance, sustainable growth, and long-term value creation. As we look ahead, we are excited by both the fundamental strengths and the future potential of our business.

Over the past year, the Board has been significantly refreshed, including the appointment of an Executive Chair, an independent Lead Director, and new chairs for all board committees. This reinforces our commitment to robust governance and independent oversight, while leveraging industry and global expertise. As part of our effort to increase agility and effectiveness, we are reducing the size of the Board. Robert Coviello and Paul Maass will not stand for re-election; we sincerely thank them for their service and leadership.

The Board has moved quickly to deepen its understanding of the business with direct stakeholder engagement. These first-hand insights informed our oversight, operational performance, capital allocation, and strategic priorities. We have seen the passion of our people, the strength of our customer relationships, and the opportunities before us to enhance execution and unlock value. We are making swift and purposeful decisions to drive incremental value for shareholders.

We also appointed a new Chief Financial Officer and Chief Strategy and Technology Officer; these leaders contribute fresh perspectives and proven capabilities alongside President and Chief Executive Officer Mike Smith and our experienced management team.

Throughout the year, the Board maintained active engagement with management as the Company advanced its Focus to Win strategy. We believe this customer-first approach is an important step in a broader effort to improve performance, strengthen returns, and realize Lamb Weston’s full potential.

Our Board and leadership team are personally invested in Lamb Weston, and we have taken meaningful steps to further align compensation with shareholder interests. Complementary structural incentive changes across the organization are designed to foster greater accountability, sharpen execution, and promote an owner-oriented mindset at all levels.

We are confident in the opportunities ahead and your vote is important as we continue building a stronger Lamb Weston. We encourage you to vote electronically, or by signing, dating, and returning your proxy card by mail. You may also vote in person at the Annual Meeting on September 16, 2026.

On behalf of the entire Board, we thank you for your continued support and investment. We value your input and constructive dialogue as we drive to improve long-term shareholder value.

With appreciation,

LAMB WESTON HOLDINGS, INC.

599 S. Rivershore Lane

Eagle, Idaho 83616

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

Date and Time

Wednesday, September 16, 2026

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 approve the Lamb Weston Holdings, Inc. 2026 Equity and Incentive Compensation Plan

•To ratify the selection of KPMG LLP as our independent auditors for fiscal 2027

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

Who May Vote

Shareholders of record as of the close of business on July 24, 2026 are entitled to notice of and to vote at the Annual Meeting and at any postponements or adjournments thereof.

July 30, 2026

Phuong T. Lam

Vice President and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUALMEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2026Our Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended May 31, 2026 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 July 30, 2026.

i

ii

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Words such as "believe," "will," "focus," "reduce," "improve," "unlock," "enhance," "continue," "promote," "make," "take," "mitigate," "execute," "build," "drive," "accelerate," "strengthen," "advance," "generate," "optimize," "support," "remain," "invest," "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 our Focus to Win strategy and cost savings initiatives, 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 as a result of tariffs and other trade policies, inflationary pressures and recessionary concerns, any of which could adversely impact our business, financial condition or results of operations, including as a result of impacts on the demand and prices for our products; the competitive environment and related conditions in the markets in which we operate; the availability and prices of raw materials and other commodities; operational challenges; our ability to successfully implement the Cost Savings Program, the Restructuring Plan or other cost savings or efficiency initiatives, including achieving the expected benefits of those activities and possible changes in the size and timing of related charges; our dependence on information technology and systems, including service interruptions, misappropriation of data, or breaches of security, as well as 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, including our Focus to Win strategy; our ability to execute on large capital projects; 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 wars in Ukraine and 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; 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 or otherwise return capital to shareholders and the amounts and timing of any future dividends or other shareholder returns; 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.

iii