SCHEDULE 13D/A: Continental Grain and JANA Partners Form Shareholder Group, Nominate Director to Lamb Weston Board

Continental Grain Company and its affiliates, along with JANA Partners and certain individuals, have formed a group beneficially owning approximately 7.0% of Lamb Weston Holdings, Inc. shares, and JANA has entered into a nominee agreement with Robert Bradshaw Henske.

Summary

• Continental Grain Company and its affiliates, including Paul J. Fribourg, Ari D. Gendason, Michael J. Zimmerman, and Charles Fribourg, are reporting persons in this Amendment No. 8 to Schedule 13D.
• Continental Grain Company and Paul J. Fribourg beneficially own 2,134,080 shares of Lamb Weston Holdings, Inc. common stock, representing 1.5% of the outstanding shares.
• Ari D. Gendason, Michael J. Zimmerman, and Charles Fribourg hold smaller individual stakes of 2,340, 5,000, and 9,300 shares respectively, each representing less than 0.01% of outstanding shares.
• The percentages of ownership are calculated based on 141,115,615 shares of common stock outstanding as of March 27, 2025, as disclosed in Lamb Weston's quarterly report on Form 10-Q filed on April 3, 2025.
• JANA Partners and certain individuals (referred to as the 'Jana Individuals') are deemed to beneficially own an aggregate of 7,725,483 shares.
• Collectively, the Reporting Persons (Continental Grain group), JANA, and the Jana Individuals may be deemed to beneficially own an aggregate of 9,876,203 shares, representing approximately 7.0% of Lamb Weston's outstanding shares.
• On June 8, 2025, JANA entered into a Nominee Agreement with Robert Bradshaw Henske, a private investor who previously served as Chief Financial Officer of Intuit Inc. and Synopsys, Inc. and Managing Director at Hellman & Friedman LLC.
• The Reporting Persons and JANA may act together with respect to the voting of the securities they hold.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and the formation of a shareholder group, including a nominee agreement. It contains no explicit positive or negative financial news or operational results. The implications of an activist group forming can be interpreted differently by various stakeholders, but the filing itself maintains a neutral, informative tone.

Risks

• Unforeseen circumstances affecting Continental Grain Company could potentially result in Ari D. Gendason, Chief Investment Officer, influencing the sale and voting of the 2,134,080 shares owned by Continental Grain Company, though the Reporting Persons do not believe this to be probable.
• Unforeseen circumstances affecting Continental Grain Company could potentially result in Michael J. Zimmerman, Vice Chairman, influencing the sale and voting of the 2,134,080 shares owned by Continental Grain Company, though the Reporting Persons do not believe this to be probable.
• Unforeseen circumstances affecting Continental Grain Company could potentially result in Charles Fribourg, Vice Chairman, influencing the sale and voting of the 2,134,080 shares owned by Continental Grain Company, though the Reporting Persons do not believe this to be probable.

Future Outlook

The document does not provide forward-looking statements or guidance from Lamb Weston. However, it indicates that Michael J. Zimmerman and Charles Fribourg, both Vice Chairmen of Continental Grain Company, may become more actively involved in the strategy and purpose of Continental Grain Company's investment in Lamb Weston.

Management Comments

• "The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable." (Regarding potential influence of CIO/Vice Chairmen on share sales/voting).
• "Mr. Gendason expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company."
• "Mr. Zimmerman expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company."
• "Mr. Charles Fribourg expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company."
• "The Reporting Persons now anticipate that Mr. Zimmerman may become more actively involved in the strategy and purpose of the investment in the Issuer by Continental Grain Company."
• "The Reporting Persons now anticipate that Mr. Charles Fribourg may become more actively involved in the strategy and purpose of the investment in the Issuer by Continental Grain Company."

Industry Context

This filing indicates increased shareholder activism or engagement within the food processing industry, specifically targeting Lamb Weston, a significant player in frozen potato products. The formation of a group including a prominent activist investor like JANA Partners suggests potential pressure for strategic changes or improved performance within the sector, which could influence industry dynamics and competitive landscapes.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The formation of a significant shareholder group, potentially acting as an activist bloc, could lead to increased pressure on management for performance improvements, strategic changes, or capital allocation decisions, which may impact share value.
• Management/Board: Lamb Weston's management and board may face increased scrutiny and engagement from this newly formed shareholder group, potentially influencing strategic direction, operational decisions, and board composition.

Next Steps

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

Key Dates

Keywords

Lamb Weston Holdings Inc, Continental Grain Company, JANA Partners, Schedule 13D, Beneficial Ownership, Shareholder Group, Activist Investor, Corporate Governance, Food Processing, Frozen Potatoes, SEC Filing, Robert Bradshaw Henske, Nominee Agreement