[Form 4] Lamb Weston Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Lamb Weston Holdings (LW) discloses equity compensation granted to CFO Bernadette M. Madarieta on 07/25/2025.

• 7,886 restricted stock units (RSUs) awarded at no cost; vest 33 % / 33 % / 34 % on 08/04/2026, 08/03/2027 and 08/01/2028, or sooner upon certain events.
• 16,559 non-qualified stock options with a $60.86 exercise price; become 100 % exercisable on 08/01/2028 and expire 07/25/2032.

No shares were sold or forfeited; transaction code “A” denotes an award from the issuer. After the grants, the executive reports direct ownership of 39,931 shares of LW common stock. These long-dated awards increase the CFO’s equity stake and further tie compensation to future shareholder value, but do not involve an open-market purchase.

Positive

• Increased insider alignment: CFO’s direct ownership rises to ~39.9 k shares via new RSUs and options.
• Long-term retention mechanism: Awards vest/exercise over 2026-2028, encouraging executive continuity.

Negative

• No cash purchase: Shares were granted, not bought in the open market—provides weaker confidence signal.
• Potential dilution: 16,559 new options add to future share count once exercised.

Insights

Securities Analyst

TL;DR: Routine compensation grant; raises insider stake but offers limited near-term trading signal.

The filing reveals standard annual equity awards—7,886 RSUs and 16,559 options—granted to the CFO at a strike of $60.86. Because the options are not exercisable until 2028 and the RSUs vest over three years, the impact on current share supply or insider sentiment is modest. Direct ownership rises to roughly 40 k shares, reinforcing alignment with shareholders, yet the absence of an open-market purchase or sale limits predictive value for short-term price action. Net effect: neutral.

Corporate Governance Expert

TL;DR: Long-term vesting schedule supports retention; dilution risk minimal.

Equity grants spread through 2028 help retain key talent while smoothing potential dilution. At 16,559 options, the award represents a modest fraction of LW’s outstanding shares and adheres to typical executive-comp guidelines. The filing shows appropriate disclosure, power-of-attorney signature, and no indicators of aggressive acceleration or repricing. Governance implication is broadly positive, yet not material enough to shift overall risk profile.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MADARIETA BERNADETTE M

(Last) (First) (Middle)

599 S. RIVERSHORE LANE

(Street)

EAGLE ID 83616

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lamb Weston Holdings, Inc. [ LW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2025		A		7,886(1)	A	$0	39,931.4	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$60.86	07/25/2025		A		16,559		(2)	07/25/2032	Common Stock	16,559	$0	16,559	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that vest 33%, 33% and 34% on August 4, 2026, August 3, 2027 and August 1, 2028, respectively, or earlier upon certain events. Each RSU represents a contingent right to receive one share of Lamb Weston Holdings, Inc. common stock upon settlement.

2. The stock options will become 100% exercisable on August 1, 2028.

	/s/ Eryk J. Spytek by Power of Attorney from Bernadette M. Madarieta	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider activity did Lamb Weston (LW) report on Form 4?

LW disclosed grants of 7,886 RSUs and 16,559 stock options to CFO Bernadette M. Madarieta on 07/25/2025.

At what price can the new LW options be exercised?

The options have a $60.86 exercise price and become fully exercisable on 08/01/2028.

How many Lamb Weston shares does the CFO now own?

Post-grant direct beneficial ownership is reported at 39,931 LW shares.

When do the newly granted RSUs to LW’s CFO vest?

RSUs vest 33 % on 08/04/2026, 33 % on 08/03/2027, and 34 % on 08/01/2028.

Do these transactions involve open-market purchases?

No. They are issuer equity awards (transaction code “A”), not market purchases or sales.

What is the expiration date of the CFO’s new stock options?

The options expire on 07/25/2032 if unexercised.