Lamb Weston (NYSE: LW) outlines $1.5M severance package for departing CFO

Rhea-AI Filing Summary

Lamb Weston Holdings, Inc. filed an amended report to outline the transition and separation terms for outgoing Chief Financial Officer Bernadette M. Madarieta. She will remain CFO through April 1, 2026 and serve in an advisory role until April 30, 2026.

Under a Transition and Separation Agreement approved by the Compensation and Human Capital Committee, Ms. Madarieta will receive a severance payment of $1,500,000, paid in equal installments over 18 months, plus the equivalent of 18 months of the employer portion of medical coverage. She will vest in prorated fiscal 2024, 2025 and 2026 equity awards based on service through her separation date, and may exercise outstanding stock options until the third anniversary of that date.

The agreement includes a general release of claims and imposes non-compete, non-solicitation and confidentiality obligations, with non-compete and non-solicitation provisions lasting one year after separation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K/A

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

_________________________

Lamb Weston Holdings, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware			1-37830			61-1797411
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
599 S. Rivershore Lane						83616
Eagle, Idaho						(Zip Code)
(Address of principal executive offices)
			(208) 938-1047
			(Registrant’s telephone number, including area code)
			N/A
			(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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			LW			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o

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

EXPLANATORY NOTE

This Amendment No. 1 amends the registrant’s Current Report on Form 8-K filed on February 4, 2026 (the “Original 8-K”), to disclose certain compensation arrangements for Bernadette M. Madarieta, as described below. Except as supplemented herein, the disclosures in the Original 8-K remain unchanged.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on February 4, 2026, Lamb Weston Holdings, Inc. (“we,” “our” or “Lamb Weston”) announced that James D. Gray would succeed Bernadette M. Madarieta as Chief Financial Officer, effective April 2, 2026.

In connection with Ms. Madarieta’s departure, on February 19, 2026, we entered into a transition and separation agreement (the “Transition Agreement”) with Ms. Madarieta pursuant to which she will continue to serve as Chief Financial Officer through April 1, 2026, and remain with Lamb Weston in an advisory capacity until April 30, 2026. Under the Transition Agreement, the terms of which were approved by our Compensation and Human Capital Committee, Ms. Madarieta agreed to a general release of claims with respect to Lamb Weston and will be subject to non-compete, non-solicitation and confidentiality provisions. The non-compete and non-solicitation restrictions will be in force for one year after her separation date.

Under the Transition Agreement, Ms. Madarieta will receive a severance payment of $1,500,000, payable in equal installments over an 18-month period and the equivalent of 18 months of the employer portion of medical coverage. Ms. Madarieta will vest in a prorated portion of her Lamb Weston fiscal 2024, 2025 and 2026 equity awards based on her service from the grant date to her separation date. Payment of Ms. Madarieta’s performance shares, if any, will be subject to the Compensation and Human Capital Committee’s final performance certification at the end of the applicable performance cycle for each performance share award. In addition, Ms. Madarieta will have until the third anniversary of her separation date to exercise her outstanding stock options. The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description
10.1						Transition and Separation Agreement, dated as of February 19, 2026, between Lamb Weston Holdings, Inc. and Bernadette M. Madarieta
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			LAMB WESTON HOLDINGS, INC.
			By:			/s/ Eryk J. Spytek
						Name: Eryk J. Spytek
						Title: General Counsel and Chief Compliance Officer
Date: February 20, 2026

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FAQ

What did Lamb Weston (LW) disclose in this amended 8-K filing?

Lamb Weston disclosed detailed transition and separation terms for outgoing CFO Bernadette M. Madarieta. The amendment adds her severance, equity vesting, option exercise period, and restrictive covenant provisions to the previously reported CFO succession announcement.

How long will Bernadette M. Madarieta remain with Lamb Weston (LW)?

Bernadette M. Madarieta will serve as Chief Financial Officer through April 1, 2026, then remain with Lamb Weston in an advisory capacity until April 30, 2026. After this period, her ongoing obligations are limited to agreed non-compete, non-solicitation and confidentiality covenants.

What severance payment will Lamb Weston’s outgoing CFO receive?

The outgoing CFO, Bernadette M. Madarieta, will receive a severance payment of $1,500,000. This amount will be paid in equal installments over an 18-month period, along with the equivalent of 18 months of the employer portion of medical coverage.

How are Lamb Weston (LW) equity awards treated in the CFO’s separation?

Ms. Madarieta will vest in a prorated portion of her Lamb Weston fiscal 2024, 2025 and 2026 equity awards, based on service from each grant date to her separation date. Any performance shares remain subject to final performance certification by the Compensation and Human Capital Committee.

How long does the departing Lamb Weston CFO have to exercise stock options?

Bernadette M. Madarieta will have until the third anniversary of her separation date to exercise her outstanding Lamb Weston stock options. This extended exercise window is part of the Transition and Separation Agreement approved by the Compensation and Human Capital Committee.

What non-compete and non-solicitation terms apply to Lamb Weston’s outgoing CFO?

Under the Transition and Separation Agreement, Ms. Madarieta agreed to non-compete and non-solicitation restrictions for one year after her separation date. She also accepted ongoing confidentiality obligations and a general release of claims relating to Lamb Weston.

Filing Exhibits & Attachments

19 documents

Agreements & Contracts

• EX-10.1 EX-10.1 42.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB
• EX-101 ex101transitionagreement001.jpg 259.2 KB
• EX-101 ex101transitionagreement002.jpg 241.6 KB
• EX-101 ex101transitionagreement003.jpg 269.4 KB
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