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Lamb Weston (NYSE: LW) trims 2026 inducement plan pool to 1,538,000 shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lamb Weston Holdings, Inc. amended its 2026 Inducement Stock Plan on July 13, 2026, reducing the shares of common stock authorized for issuance under the plan from 2,000,000 to 1,538,000.

The 2026 Inducement Stock Plan, originally adopted on February 2, 2026, reserves shares for equity awards to individuals who were not previously employees of Lamb Weston, or who are returning after a bona fide period of non-employment, as an inducement to enter employment in accordance with New York Stock Exchange Listed Company Manual Rule 303A.08. The amended and restated plan text is provided in Exhibit 10.1.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revised inducement plan share authorization 1,538,000 shares Shares of common stock authorized for issuance under the Amended Inducement Plan as of July 13, 2026
Original inducement plan share authorization 2,000,000 shares Initial shares of common stock reserved under the 2026 Inducement Stock Plan adopted February 2, 2026
Amendment date July 13, 2026 Date the Compensation and Human Capital Committee approved the Amended Inducement Plan
Original plan adoption date February 2, 2026 Date the Compensation and Human Capital Committee adopted the 2026 Inducement Stock Plan
Inducement Stock Plan financial
"adopted the Lamb Weston Holdings, Inc. 2026 Inducement Stock Plan"
New York Stock Exchange Listed Company Manual Rule 303A.08 regulatory
"in accordance with the New York Stock Exchange Listed Company Manual Rule 303A.08"
Compensation and Human Capital Committee financial
"the Compensation and Human Capital Committee (the “Compensation Committee”)"
A compensation and human capital committee is a board-level group that sets and oversees executive pay, employee incentive plans, hiring and retention strategies, succession planning, and workplace policies. Think of it as the company’s talent and pay steering team — it shapes who gets hired or promoted, how employees are rewarded, and how workforce risks are managed. Investors care because those choices drive labor costs, company performance, leadership stability and reputation, all of which affect long-term value.
bona fide period of non-employment regulatory
"returning to employment following a bona fide period of non-employment with the Company"
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FAQ

What change did Lamb Weston (LW) make to its 2026 Inducement Stock Plan?
Lamb Weston reduced the authorized shares under its 2026 Inducement Stock Plan from 2,000,000 to 1,538,000 on July 13, 2026. The plan continues to provide equity awards as inducements to eligible new or returning employees.

Who is eligible for awards under Lamb Weston (LW)’s 2026 Inducement Stock Plan?
Awards under Lamb Weston’s 2026 Inducement Stock Plan may be granted to individuals not previously employed by the company, or to those returning after a bona fide period of non-employment, as an inducement material to entering into employment with Lamb Weston.

When did Lamb Weston (LW) adopt and later amend the 2026 Inducement Stock Plan?
Lamb Weston’s Compensation and Human Capital Committee adopted the 2026 Inducement Stock Plan on February 2, 2026 and amended it on July 13, 2026. The amendment specifically reduced the number of shares authorized for issuance under the plan.

How does Lamb Weston (LW)’s Inducement Stock Plan relate to NYSE rules?
The 2026 Inducement Stock Plan is designed in accordance with New York Stock Exchange Listed Company Manual Rule 303A.08. This rule permits inducement equity awards to certain employees as a material incentive for entering employment with a listed company like Lamb Weston.

Where can investors find the full terms of Lamb Weston (LW)’s amended Inducement Stock Plan?
The complete text of the Amended and Restated Lamb Weston Holdings, Inc. 2026 Inducement Stock Plan is included as Exhibit 10.1. That exhibit contains the detailed terms governing inducement equity awards granted under the plan.
0001679273FALSE00016792732026-07-132026-07-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2026
_________________________
Lamb Weston Holdings, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware1-3783061-1797411
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueLWNew 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


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 2, 2026, the Compensation and Human Capital Committee (the “Compensation Committee”) of the Board of Directors of Lamb Weston Holdings, Inc. (“our” or the “Company”) adopted the Lamb Weston Holdings, Inc. 2026 Inducement Stock Plan (the “Inducement Plan”), pursuant to which the Company reserved shares of our common stock for issuance under the Inducement Plan 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, in accordance with the New York Stock Exchange Listed Company Manual Rule 303A.08.

On July 13, 2026, the Compensation Committee amended the Inducement Plan (the “Amended Inducement Plan”) to reduce the number of shares of our common stock authorized for issuance under the plan from 2,000,000 to 1,538,000.

The foregoing description of the Amended Inducement Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Inducement Plan, 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
Amended and Restated Lamb Weston Holdings, Inc. 2026 Inducement Stock Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: July 15, 2026

Source: View Original Filing on SEC EDGAR

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