Lamb Weston (NYSE: LW) CEO receives new RSUs and option grants

Rhea-AI Filing Summary

Lamb Weston Holdings’ President and CEO Michael Jared Smith reported new equity awards. On February 6, 2026, he received 29,314 shares of common stock at $0, representing restricted stock units that convert into shares when they vest.

The RSUs vest in three installments of 33%, 33% and 34% on February 16, 2027, February 15, 2028 and February 13, 2029, with each RSU delivering one share upon settlement. Following this grant, he beneficially owned 139,337 shares of common stock, which includes 633.4 shares accumulated through a dividend reinvestment feature.

He was also granted three tranches of employee stock options with exercise prices of $60, $75 and $85 per share, each granted at $0 cost for the options themselves and each covering 213,574, 213,574 and 183,063 underlying common shares, respectively. These options become 100% exercisable on February 6, 2029 and expire on February 6, 2031.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Michael Jared

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		A		29,314(1)	A	$0	139,337(2)	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	02/06/2026		A		213,574		02/06/2029(3)	02/06/2031	Common Stock	213,574	$0	213,574	D
Employee Stock Option (Right to Buy)	$75	02/06/2026		A		213,574		02/06/2029(3)	02/06/2031	Common Stock	213,574	$0	213,574	D
Employee Stock Option (Right to Buy)	$85	02/06/2026		A		183,063		02/06/2029(3)	02/06/2031	Common Stock	183,063	$0	183,063	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that vest 33%, 33% and 34% on February 16, 2027, February 15, 2028 and February 13, 2029, 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. Includes 633.4 additional shares acquired since the date of the reporting person's last report through a dividend reinvestment feature.

3. The stock options will become 100% exercisable on February 6, 2029.

	/s/ Eryk J. Spytek by Power of Attorney from Michael J. Smith	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Lamb Weston (LW) CEO Michael Jared Smith report on this Form 4?

Michael Jared Smith reported receiving equity awards, including 29,314 shares of Lamb Weston common stock at $0 and multiple employee stock option grants. These awards increase his beneficial ownership and align part of his compensation with Lamb Weston’s future share performance.

How many Lamb Weston (LW) shares does the CEO own after the reported transactions?

After the reported transactions, Michael Jared Smith beneficially owned 139,337 Lamb Weston common shares. This total includes 633.4 additional shares accumulated since his last report through a dividend reinvestment feature, reflecting both past holdings and new stock-based compensation awards.

What are the vesting terms of the Lamb Weston RSUs granted to the CEO?

The 29,314 restricted stock units vest in three installments of 33%, 33% and 34% on February 16, 2027, February 15, 2028 and February 13, 2029. Each RSU converts into one Lamb Weston common share upon settlement, subject to earlier vesting upon certain events.

What stock options did Lamb Weston (LW) grant to its CEO and when can they be exercised?

Lamb Weston granted three employee stock option tranches with exercise prices of $60, $75 and $85 per share, covering 213,574, 213,574 and 183,063 underlying shares. All these options become 100% exercisable on February 6, 2029 and expire on February 6, 2031.

Did the Lamb Weston CEO pay anything for the reported RSUs and options?

The reported awards were granted at $0 for the RSUs and $0 for the option instruments themselves. However, the stock options carry exercise prices of $60, $75 and $85 per share, which would need to be paid to purchase the underlying Lamb Weston common shares upon exercise.

What role does dividend reinvestment play in the Lamb Weston CEO’s share count?

The filing notes that 633.4 of the CEO’s shares were acquired through a dividend reinvestment feature. This means cash dividends on existing Lamb Weston holdings were automatically used to buy additional shares, modestly increasing his beneficial ownership over time.