SCHEDULE 13D/A: Continental Grain and JANA Partners Form Alliance, Boost Stake in Lamb Weston to 7.2%

Continental Grain Company and activist investor JANA Partners have formed a group, collectively increasing their beneficial ownership in Lamb Weston Holdings, Inc. to approximately 7.2% of outstanding shares.

Summary

• Continental Grain Company and its affiliated reporting persons, along with JANA Partners and the 'Jana Individuals,' have formed a group for purposes of Rule 13d-3 under the Exchange Act.
• This newly formed group collectively beneficially owns an aggregate of 10,304,110 shares of Lamb Weston Holdings, Inc. common stock.
• This aggregate ownership represents approximately 7.2% of Lamb Weston's 142,640,697 shares outstanding as of December 13, 2024.
• The reporting persons (Continental Grain Co., Paul J. Fribourg, Ari D. Gendason, Michael J. Zimmerman, Charles Fribourg) and JANA may act together with respect to the voting of the securities held by such entities.
• On March 31, 2025, JANA entered into a Nominee Agreement with Ruth Kimmelshue, who serves as Senior Advisor to Continental Grain Company and is a corporate director with prior experience on Cargill, Inc.'s Executive Team.
• Individual beneficial ownership for Continental Grain Co. and Paul J. Fribourg is 2,134,080 shares each, representing 1.5% of the class.
• Ari D. Gendason beneficially owns 2,340 shares (0.00%), Michael J. Zimmerman beneficially owns 5,000 shares (0.00%), and Charles Fribourg beneficially owns 9,300 shares (0.00%).
• Michael J. Zimmerman and Charles Fribourg, both Vice Chairmen of Continental Grain Company, are anticipated to become more actively involved in the strategy and purpose of the investment in Lamb Weston by Continental Grain Company.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The formation of a significant shareholder group, including an activist investor and a major industry player, often signals potential for strategic improvements and value creation, despite the inherent risks of activist engagement.

Positives

• The formation of a significant shareholder group, including a major agricultural player (Continental Grain) and an experienced activist investor (JANA Partners), could lead to enhanced strategic oversight and potential value creation initiatives for Lamb Weston.
• The involvement of Ruth Kimmelshue, with her background as a Senior Advisor to Continental Grain and former executive at Cargill, brings deep industry expertise and potentially valuable insights to the investment group.

Risks

• The increased collective beneficial ownership by an activist group could lead to pressure on Lamb Weston's management and board to implement strategic changes, which, while potentially beneficial, could also be disruptive.
• While disclaimed as improbable, there is a stated possibility that unforeseen circumstances could lead to individuals like Ari D. Gendason, Michael J. Zimmerman, and Charles Fribourg influencing the sale and voting of shares beneficially owned by Continental Grain Company.

Future Outlook

The document indicates a potential for increased strategic engagement with Lamb Weston, as Michael J. Zimmerman and Charles Fribourg of Continental Grain Company are anticipated to become more actively involved in the investment's strategy. The formation of a group with JANA Partners suggests a coordinated approach to influencing the Issuer's direction.

Industry Context

This filing highlights the increasing trend of activist investors, like JANA Partners, collaborating with significant industry players, such as Continental Grain Company (a major player in the agricultural and food sectors), to influence publicly traded companies. Lamb Weston, a leading global producer of frozen potato products, operates in a mature and competitive food industry, making it a potential target for shareholders seeking to unlock value through strategic or operational changes.

Corporate Governance

Related Party Transactions

• JANA entered into a Nominee Agreement with Ruth Kimmelshue, who serves as Senior Advisor to Continental Grain Company, indicating a coordinated effort between JANA and an individual associated with Continental Grain.

Stakeholder Impact

• Shareholders: Potential for increased shareholder activism and strategic initiatives that could impact share value.
• Management: May face increased scrutiny and pressure from the newly formed shareholder group regarding company strategy and performance.

Next Steps

• The Reporting Persons and JANA Partners may act together with respect to the voting of their collectively held securities.
• Michael J. Zimmerman and Charles Fribourg are anticipated to become more actively involved in the strategy and purpose of the investment in Lamb Weston by Continental Grain Company.

Key Dates

Keywords

Lamb Weston Holdings, Continental Grain Company, JANA Partners, Schedule 13D, Beneficial Ownership, Activist Investor, Shareholder Group, Food Industry, Corporate Governance, Strategic Investment