SCHEDULE: Continental Grain Exits Lamb Weston 13D Group Following Board Cooperation Agreement

Continental Grain Company and related reporting persons have filed their final Schedule 13D amendment for Lamb Weston Holdings, Inc., ceasing to be a 5% beneficial owner group after entering a cooperation agreement that includes new board appointments.

Summary

• Continental Grain Company and associated reporting persons have filed Amendment No. 9 to their Schedule 13D, which serves as their final amendment and an exit filing for their beneficial ownership in Lamb Weston Holdings, Inc.
• On June 30, 2025, Lamb Weston, JANA Partners Management, LP, and Continental Grain Company entered into a Cooperation Agreement.
• Under the Cooperation Agreement, six individuals – Scott Ostfeld, Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass, and Timothy R. McLevish – will be appointed to Lamb Weston's board of directors.
• The appointments will become effective upon JANA's written request to Lamb Weston by July 11, 2025, or automatically by 4:00 PM EDT on July 11, 2025, if no such request is made.
• As a result of the Cooperation Agreement, the Reporting Persons, JANA, and other named individuals are no longer considered a 'group' under Section 13(d)(3) of the Exchange Act.
• The Reporting Persons ceased to be beneficial owners of more than 5% of Lamb Weston's common stock on June 30, 2025.
• Continental Grain Company and Paul J. Fribourg each beneficially own 2,134,080 shares, representing approximately 1.5% of the outstanding shares.
• Ari D. Gendason beneficially owns 2,340 shares, Michael J. Zimmerman beneficially owns 5,000 shares, and Charles Fribourg beneficially owns 9,300 shares, each representing less than 0.01% of outstanding shares.
• All percentages are calculated based on 141,115,615 shares outstanding as of March 27, 2025, as disclosed in Lamb Weston's Form 10-Q filed on April 3, 2025.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The filing indicates a resolution of a shareholder engagement through a cooperation agreement and board appointments, which typically brings stability and a clear path forward, rather than ongoing contention. There are no negative financial implications or operational issues disclosed.

Positives

• The execution of a Cooperation Agreement suggests a resolution of potential activist pressure, leading to a more stable governance structure.
• The appointment of new directors, including those potentially nominated by JANA Partners, could bring fresh perspectives and expertise to the board.

Negatives

• No explicit negatives are stated in the filing, which primarily reports a change in beneficial ownership and a governance agreement.

Risks

• While disclaimed as improbable, there is a theoretical risk that unforeseen circumstances affecting Continental Grain Company could result in its Chief Investment Officer or Vice Chairmen influencing the sale and voting of the 2,134,080 shares owned by Continental Grain Company, despite their express disclaimer of beneficial ownership over those shares.

Future Outlook

The future outlook involves the integration of six new directors onto Lamb Weston's board, which is expected to occur by July 11, 2025, as a result of the cooperation agreement.

Industry Context

This filing reflects a common dynamic in publicly traded companies where significant shareholders, particularly activist investors like JANA Partners, engage with management to influence corporate governance and strategic direction. The resolution through a cooperation agreement and board appointments is a typical outcome in such situations, aiming to align shareholder interests with company leadership.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The agreement and board changes may be viewed positively as a resolution of activist engagement, potentially leading to enhanced governance and strategic focus. The exit of the reporting group from 5% beneficial ownership status may reduce perceived overhang.
• Management: The existing management team will work with a refreshed board, potentially bringing new perspectives and oversight.

Next Steps

• JANA Partners Management, LP is expected to deliver a written request to Lamb Weston for the effectiveness of the new board appointments by July 11, 2025.
• If JANA fails to deliver the request, the board appointments will automatically become effective at 4:00 PM EDT on July 11, 2025.

Key Dates

Keywords

Lamb Weston Holdings, Continental Grain Company, JANA Partners, Schedule 13D, Beneficial Ownership, Cooperation Agreement, Board of Directors, Corporate Governance, Exit Filing, Activist Investor