Every material Form 8-K Lamb Weston has filed with the SEC since December 23, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Lamb Weston entered a transition and separation agreement on October 5, 2026 with Marc Schroeder, its President, International, who is resigning. He will stay as President, International through December 31, 2026, then serve in an advisory role until February 15, 2027, and will receive no cash severance.
Agreement dated October 5, 2026; Schroeder remains President, International through December 31, 2026
Advisory role continues until February 15, 2027
Equity vesting is prorated, with non-compete and non-solicitation terms lasting one year after separation
No cash severance payments; full agreement filed as Exhibit 10.1
Lamb Weston reported fiscal first-quarter 2027 net sales up 1% to $1.67 billion, but reported net income fell 55% to $29 million and diluted EPS fell to $0.21 from $0.46. The company raised its full-year fiscal 2027 adjusted diluted EPS outlook to $3.05 to $3.35 from $2.95 to $3.25, and its adjusted EBITDA outlook to $1.125 billion to $1.215 billion from $1.10 billion to $1.20 billion.
Q1 net sales rose 1% to $1.67 billion; North America sales rose 5% while International sales fell 8%.
Reported diluted EPS was $0.21 versus $0.46 a year earlier; adjusted diluted EPS was $0.75 versus $0.74.
Adjusted EBITDA was $286 million, down 5%; International segment Adjusted EBITDA fell 54% to $27 million.
Fiscal 2027 adjusted diluted EPS outlook raised to $3.05 to $3.35; the company did not repurchase shares in the quarter and $245 million remains authorized for buybacks.
Lamb Weston reported fiscal fourth-quarter 2026 net sales up 6% to $1.77 billion, led by a 7% rise in sales volume, but net income fell 9% to $110 million and diluted EPS fell 7% to $0.79. For the full year, net sales exceeded the high end of guidance at $6.61 billion and adjusted EBITDA reached $1.15 billion, yet net income fell 19% to $290 million, and the company issued fiscal 2027 guidance for adjusted diluted EPS of $2.95 to $3.25.
Q4 net sales rose 6% to $1,770 million, with North America up 9% and International down 2%
Q4 net income was $110 million and diluted EPS was $0.79, versus $120 million and $0.85 in the prior-year quarter
Full-year fiscal 2026 net sales of $6,612 million and adjusted EBITDA of $1,147 million both exceeded the high end of guidance
Fiscal 2027 guidance: adjusted diluted EPS of $2.95 to $3.25 and adjusted EBITDA of $1.1 billion to $1.2 billion
Lamb Weston amended its 2026 Inducement Stock Plan on July 13, 2026, reducing the number of common shares authorized for issuance under the plan from 2,000,000 to 1,538,000. The plan is used to grant equity to new hires and returning employees, so the change limits the shares available for those grants.
Amendment adopted July 13, 2026 by the Compensation and Human Capital Committee
Authorized shares reduced from 2,000,000 to 1,538,000
Plan covers individuals not previously employed by the company or returning after a bona fide period of non-employment
Lamb Weston's board committed on June 1, 2026 to close its manufacturing facility in Broekhuizenvorst, the Netherlands, and will start a formal consultation with the Works Council under Dutch rules. The company expects pre-tax charges of about $80 million to $110 million, mostly in its fiscal year ending May 30, 2027, so shareholders face a sizable one-time cost tied to the plan's stated goal of improving operational efficiency.
Board committed to closing the Broekhuizenvorst, Netherlands, manufacturing facility on June 1, 2026
Expected total pre-tax charges of approximately $80 million to $110 million, substantially all in fiscal year ending May 30, 2027
At least 20% of the charges are expected to result in future cash expenditures
Charges mainly cover write-downs of long-lived assets and inventory, employee severance and other termination benefits
Lamb Weston's Chinese subsidiary, LW Ulanqab, entered into a RMB 700 million term loan facility with HSBC Bank (China) on May 19, 2026, maturing May 22, 2031. The loan repaid and replaced its 2022 facility, which was terminated May 22, 2026, and the parent company guarantees the obligations. The filing reports refinancing of existing debt rather than a new borrowing for other uses, and it does not disclose any earnings or guidance changes.
Term loan of RMB 700 million, about $102.94 million at the May 19, 2026 exchange rate, maturing May 22, 2031
Interest at the five-year prime rate published by the PRC National Interbank Funding Center plus 0.30%
Amortization payments begin 6 months after the initial borrowing, with the remaining principal due at maturity
The 2022 Facility Agreement dated February 18, 2022 was repaid and terminated on May 22, 2026
Lamb Weston reported fiscal third-quarter 2026 net sales of $1,564.8 million, up 3%, but net income fell 63% to $54.0 million and diluted EPS fell to $0.39 from $1.03. The company raised the midpoint of its fiscal 2026 net sales and adjusted EBITDA outlook and cut its expected capital expenditures, while the International segment took a $32.5 million raw potato write-off.
Q3 net sales $1,564.8 million, up 3%; adjusted EBITDA $271.7 million, down 27%
Q3 net income $54.0 million, down 63%; diluted EPS $0.39 versus $1.03 a year earlier
Fiscal 2026 adjusted EBITDA guidance narrowed to $1.08 billion to $1.14 billion from $1.00 billion to $1.20 billion
Expected fiscal 2026 capital expenditures cut to approximately $400 million from approximately $500 million; quarterly dividend $0.38 per share
Lamb Weston said its board appointed Jan Eli B. Craps as Executive Chair effective February 6, 2026, and named James D. Gray as Chief Financial Officer effective April 2, 2026, succeeding Bernadette M. Madarieta, who remains CFO through April 1, 2026. The filing also details large equity awards for the new executives and other named executive officers, plus a new 2,000,000-share inducement plan, which bear on shareholder dilution and management incentives.
Jan Eli B. Craps, age 48, former CEO of Budweiser APAC, appointed Executive Chair effective February 6, 2026, with a target long-term incentive valued at approximately $3,150,000.
James D. Gray, age 59, currently CFO of Ingredion Incorporated, becomes CFO April 2, 2026, with a $825,000 base salary and a $2,200,000 target long-term incentive.
On February 2, 2026, the Compensation Committee approved supplemental awards for NEOs, including 29,314 RSUs and 213,574 options at $60.00 for CEO Michael J. Smith.
The Board adopted a 2026 Inducement Stock Plan reserving 2,000,000 shares of common stock for new hires.
Lamb Weston committed on January 5, 2026 to close its Munro, Argentina manufacturing facility and move Latin American production to its new Mar del Plata plant, as part of efforts to improve operating efficiency. The company expects total pre-tax charges of approximately $50 million to $60 million, mostly in fiscal 2026, with about half expected to result in future cash spending.
Plan committed January 5, 2026: close Munro, Argentina facility and consolidate Latin America production in Mar del Plata, Argentina
Expected total pre-tax charges of approximately $50 million to $60 million, substantially all recognized in fiscal year ending May 31, 2026
About half of the charges expected to be cash expenditures, substantially all paid in fiscal 2026
Charges include asset and inventory write-downs, employee severance, and costs for contracted raw potatoes not used in production
Lamb Weston reported fiscal second-quarter 2026 net sales of $1.6 billion, up 1% from a year earlier, and net income of $62.1 million, compared with a net loss of $36.1 million a year ago. Adjusted diluted EPS fell 5% to $0.69 because adjusted gross profit declined on unfavorable price/mix, and the company reaffirmed its fiscal 2026 guidance and raised its quarterly dividend 3% to $0.38 per share.
Net sales were $1,618.1 million, up 1%; at constant currency they were essentially flat, with volume up 8% and price/mix down 8%.
Diluted EPS was $0.44 versus a loss of $0.25 a year ago; adjusted diluted EPS was $0.69, down 5%.
Fiscal 2026 guidance was reaffirmed: net sales of $6.35 billion to $6.55 billion and adjusted EBITDA of $1.00 billion to $1.20 billion.
The board authorized a 3% dividend increase to $0.38 per share, payable February 27, 2026.
Lamb Weston reported first-quarter fiscal 2026 net sales of $1,659.3 million, up $5.2 million from a year earlier, but net income fell 50% to $64.3 million and diluted EPS fell 48% to $0.46, including $31.9 million of pre-tax cash charges mostly tied to its Cost Savings Program. The company reaffirmed its fiscal 2026 targets, which matters because shareholders now see flat sales and sharply lower reported profit, with guidance unchanged rather than cut.
Net sales were $1,659.3 million, up $5.2 million, but down 1% at constant currency as a 6% volume gain was offset by a 7% price/mix decline
Net income was $64.3 million versus $127.4 million, and diluted EPS was $0.46 versus $0.88; adjusted diluted EPS was $0.74, down 5%
Fiscal 2026 targets reaffirmed: constant-currency net sales of $6.35 billion to $6.55 billion and Adjusted EBITDA of $1.00 billion to $1.20 billion
The Board declared a quarterly dividend of $0.37 per share, payable November 28, 2025 to holders of record on October 31, 2025
Lamb Weston reported fiscal fourth-quarter 2025 net sales up 4% to $1,675.8 million, while net income fell 7% to $119.9 million and diluted EPS fell to $0.85. For fiscal 2026 it guided to net sales of $6.35 billion to $6.55 billion and Adjusted EBITDA of $1,000 million to $1,200 million, compared with fiscal 2025 Adjusted EBITDA of $1,220.5 million, and announced a Focus to Win plan with at least $250 million of savings.
Q4 2025 net sales were $1,675.8 million, up 4%, with volume up 8% and price/mix down 4%.
Q4 2025 net income was $119.9 million, down 7%; Adjusted Diluted EPS was $0.87, up 12%.
Fiscal 2026 outlook: net sales of $6.35 billion to $6.55 billion and Adjusted EBITDA of $1,000 million to $1,200 million, including a 53rd week.
Focus to Win plan targets at least $250 million of savings by the end of fiscal 2028, with about $200 million by fiscal 2027 end.
Lamb Weston entered a cooperation agreement with activist investor JANA Partners and Continental Grain. The board will grow from 11 to 13 directors, with six new independent directors and Bradley Alford named chairman, with changes due no later than July 11, 2025. The filing reports no financial results; the change concerns board composition and shareholder representation.
Board expands from 11 to 13 directors; Bradley Alford to become Chairman, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass, Timothy R. McLevish and Scott Ostfeld join as directors
Charles A. Blixt and W.G. Jurgensen resigned from the board on June 29, 2025; Robert A. Niblock and Maria Renna Sharpe resignations were accepted
Changes take effect upon JANA's written request, and no later than 4:00 PM EDT on July 11, 2025
Cooperation Agreement terminates on the earlier of 30 calendar days before the 2026 advance notice period or April 28, 2026
Lamb Weston reported fiscal third-quarter 2025 net sales up 4% to $1.52 billion and GAAP diluted EPS up $0.02 to $1.03, while adjusted diluted EPS fell 8% to $1.10. The company reaffirmed its full-year fiscal 2025 targets and said it has engaged AlixPartners to evaluate value creation and cost savings opportunities.
Net sales rose 4% to $1,520.5 million; income from operations rose 11% to $248.7 million
Adjusted diluted EPS declined 8% to $1.10; adjusted EBITDA rose 6% to $363.8 million
Fiscal 2025 targets reaffirmed: net sales of $6.35 billion to $6.45 billion and adjusted diluted EPS of $3.05 to $3.20; adjusted SG&A target lowered to $665 million to $675 million
Company returned $151.4 million to shareholders in the quarter and declared a $0.37 quarterly dividend payable May 30, 2025
Lamb Weston's Board appointed Chief Operating Officer Michael J. Smith as President and Chief Executive Officer, effective January 3, 2025, succeeding Thomas P. Werner, who steps down from the role and the Board on that date. Werner will serve in a non-executive advisory role through August 31, 2025. The filing describes a leadership transition from an internal candidate and sets out compensation terms for both executives.
Smith, age 48, has been Chief Operating Officer since May 2023 and joins the Board as CEO effective January 3, 2025.
Smith's compensation includes a $1,000,000 annual base salary and a target annual bonus of 150% of base salary under the AIP.
Smith's target long-term incentive opportunity is approximately $5,250,000, starting with fiscal 2026 stock awards.
Werner's advisory period runs through August 31, 2025, at an annual rate of $550,000, with full vesting of his outstanding stock-based awards.
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