[Form 4] Lamb Weston Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

JANA Partners Management, LP, an activist investment firm, filed a Form 4 for Lamb Weston Holdings (LW) dated 07/29/2025. The filing discloses that on 07/25/2025 the firm acquired 1,109 restricted stock units (RSUs) assigned from board member Scott Ostfeld. The RSUs carry a cost basis of $0 and convert to one common share each upon vesting, which occurs on the earlier of the first anniversary of grant or the next annual shareholder meeting.

Following the transaction, JANA’s indirect beneficial ownership rises to 5,008,628 LW shares, held across accounts it manages. No derivative trades were reported. The filing reiterates that Mr. Ostfeld has assigned all economic rights in these RSUs to JANA and that JANA may be deemed a director by deputization due to his board seat.

The incremental purchase is nominal relative to JANA’s existing 5 million-share position and does not materially alter ownership percentages, but it signals continued board-level engagement and alignment of the activist investor with management incentives.

Insights

Equity Analyst

TL;DR: Small RSU grant lifts JANA’s LW stake to 5.0 M shares; impact on ownership, float, and valuation is immaterial.

The 1,109-share RSU assignment increases JANA’s holdings by <1 bp of its existing position and does not meaningfully change Lamb Weston’s ownership structure or daily liquidity. The zero-cost grant reflects standard board compensation rather than open-market buying, so it carries little signaling value about near-term fundamentals. Nonetheless, the filing confirms that JANA remains an engaged, board-represented shareholder, which could matter if future strategic initiatives emerge. Overall, I view the disclosure as routine and neutral to the investment thesis.

Corporate Governance Specialist

TL;DR: Routine director RSU grant; deputization status re-affirmed, no governance red flags detected.

The filing clarifies that Scott Ostfeld’s compensation is fully assigned to JANA, avoiding personal conflicts of interest. Declarative language around deputization complies with Section 16 and reinforces transparency. No accelerated vesting or unusual terms are present. Consequently, the disclosure is administratively sound and poses no material governance concern.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JANA Partners Management, LP

(Last) (First) (Middle)

888 SEVENTH AVENUE

24TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lamb Weston Holdings, Inc. [ LW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $1.00 per share ("Common Stock")(1)(2)	07/25/2025		A		1,109	A	$0	5,008,628	I	See footnotes(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This security represents restricted stock units ("RSUs") granted to Scott Ostfeld ("Mr. Ostfeld"), a Managing Partner and Portfolio Manager of JANA Partners Management, LP ("JANA" or the "Reporting Person"), in connection with his service on the Issuer's Board of Directors.

2. The RSUs vest on the earlier of (1) the first anniversary of the date of grant and (2) the date of the first annual meeting of the Issuer's stockholders occurring after the date of grant, or earlier upon certain events. Each RSU represents a contingent right to receive one share of Common Stock upon settlement.

3. Mr. Ostfeld has assigned all rights to any shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person.

4. JANA is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.

Remarks:

The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Scott Ostfeld, a Managing Partner and Portfolio Manager of JANA, currently serves on the board of directors of the Issuer.

	/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer	07/29/2025
	** Signature of Reporting Person	Date
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FAQ

How many Lamb Weston (LW) shares did JANA Partners acquire?

JANA acquired 1,109 restricted stock units, each convertible into one common share.

What is JANA Partners’ total LW ownership after the Form 4 filing?

After the transaction JANA beneficially owns 5,008,628 LW shares indirectly.

Did JANA pay cash for the newly acquired shares?

No. The RSUs were granted at a $0 cost basis as board compensation.

When do the RSUs granted to JANA vest?

They vest on the earlier of the first anniversary of grant (07/25/2026) or the next LW annual shareholder meeting.

Why is JANA considered a director by deputization?

Because its Managing Partner Scott Ostfeld sits on LW’s board, Section 16 treats JANA as a director via deputization.