Amendment: Lamb Weston Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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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
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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 | |||||||
| 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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