Lamb Weston Holdings, Inc.

In this Proxy Statement, “we,” “us,” “our,” “Company” and “Lamb Weston” refer to Lamb Weston Holdings, Inc.

This summary highlights select information contained elsewhere in this Proxy Statement. This is not a complete description, and you should read the entire Proxy Statement carefully before voting.

ANNUAL MEETING

VOTING ITEMS AND BOARD RECOMMENDATION

We will also transact any other business that properly comes before the Annual Meeting.

BOARD OF DIRECTORS

The table below provides summary information about each director nominee as of July 24, 2026.

X = Committee member

EXECUTIVE COMPENSATION SUMMARY

Consistent with the provisions of Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) and related U.S. Securities and Exchange Commission (“SEC”) rules, we are asking our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, or NEOs (as defined under “Compensation Discussion and Analysis” below). This “say-on-pay” vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our NEOs as described in this Proxy Statement.

Our executive compensation program is designed to encourage and reward behavior that promotes attainment of rigorous annual and long-term goals and sustainable growth for our shareholders. The Compensation and Human Capital Committee (the “Compensation Committee”) of our Board of Directors (the “Board”) believes that the program should accomplish the following objectives:

•provide a competitive total compensation opportunity to recruit, retain and motivate talented executives who drive our success;

•encourage achievement of strategic and financial objectives and creation of shareholder value;

•integrate and balance annual and long-term performance;

•align executives’ interests with shareholders’ interests;

•manage cost and share dilution; and

•ensure compensation plans do not encourage inappropriate risk taking.

As described in further detail under “Compensation Discussion and Analysis” below, consistent with these objectives, our compensation program has been designed with a view toward linking a significant portion of the compensation of each NEO to Company performance and the growth in the value of Lamb Weston. Please read “Compensation Discussion and Analysis” and “Executive Compensation Tables” in this Proxy Statement for additional details about our executive compensation program, including information about our NEOs’ fiscal year 2026 compensation.

LAMB WESTON 2026 EQUITY AND INCENTIVE COMPENSATION PLAN

Our current stock plan, the Lamb Weston Holdings, Inc. 2016 Stock Plan (the "2016 Plan"), was approved by our former parent and sole shareholder at that time, Conagra Brands, Inc. (formerly, ConAgra Foods, Inc., "Conagra"), such that we will not be able to issue any new awards under the 2016 Plan on or after November 9, 2026. As of July 15, 2026, 1,845,722 shares of common stock remained available for grant under the 2016 Plan. The proposed Lamb Weston Holdings, Inc. 2026 Equity and Incentive Compensation Plan (the "2026 Plan") authorizes the issuance of a maximum of 5,000,000 new shares of Lamb Weston common stock, less one share for every one share of common stock granted under the 2016 Plan after July 15, 2026 and prior to the effective date of the 2026 Plan. Our Board, upon the recommendation of our Compensation Committee, has approved the 2026 Plan to succeed the 2016 Plan and we are asking shareholders to approve the 2026 Plan.

AUDITORS

As a matter of good corporate governance practice, we are asking our shareholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending May 30, 2027.