JANA Trims LW Stake, Secures Board Presence via Cooperation Deal

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 9, filed 1 July 2025 by JANA Partners Management, LP, details the activist fund’s current position in Lamb Weston Holdings, Inc. (NYSE: LW). JANA now owns 6,957,519 common shares, equal to 4.9 % of the 141.1 million shares outstanding, acquired for approximately $414.7 million and held in margin accounts under its discretionary management.

The filing unveils a Cooperation Agreement dated 30 June 2025 among Lamb Weston, JANA and Continental Grain Company. The agreement calls for the appointment of six directors—Scott Ostfeld (JANA), Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass and Timothy R. McLevish—to Lamb Weston’s board upon JANA’s written request, but no later than 11 July 2025. Upon effectiveness, the parties previously reported as a “group” under Section 13(d) will no longer be considered a group.

JANA retains sole voting and dispositive power over its entire stake; no other party has rights to dividends or proceeds. The fund reports no criminal or civil securities violations over the past five years. Other than the Cooperation Agreement, no additional contracts or arrangements relating to LW securities are disclosed.

The amendment signals continued activist involvement through board representation, even as JANA’s stake has edged below the 5 % threshold that typically triggers initial Schedule 13D reporting.

Positive

• Cooperation Agreement grants six new board seats—including a JANA representative—potentially strengthening strategic oversight and shareholder alignment.
• JANA still holds a sizeable 6.96 million-share position (4.9 %) worth $414.7 million, signalling continued commitment despite a slight reduction.

Negative

• JANA’s ownership has fallen below the 5 % threshold, suggesting reduced economic exposure and potentially lower incentive to add further pressure.
• Shares are held in margin accounts, introducing leverage-related risk should market volatility force deleveraging.

Insights

Corporate Governance Analyst

TL;DR – Six new directors and an activist fund below 5 % reshape LW’s board dynamics.

The Cooperation Agreement materially refreshes Lamb Weston’s board by adding six directors, including JANA’s managing partner, giving the activist direct oversight without launching a proxy fight. Such agreements often pre-empt costly contests and can accelerate strategic shifts, cost-discipline or portfolio reviews. Because the appointments occur regardless of stake size, JANA maintains influence despite slipping under 5 %. From a governance standpoint, the pact is constructive: it broadens expertise (food, agriculture, consumer brands) and removes the uncertainty of a hostile campaign. Investors typically view activist-driven board renewals as catalysts for operational improvements and capital-allocation discipline.

Portfolio Manager

TL;DR – Stake trimmed to 4.9 %; influence secured via cooperation—impact neutral-to-positive.

JANA’s ownership now sits just under the 5 % line, indicating flexibility in capital allocation or partial profit-taking. Nevertheless, the fund negotiated board seats, locking in strategic leverage while freeing itself from certain reporting burdens associated with larger positions. For shareholders, the net effect is modestly positive: activist oversight continues, yet no immediate signal of aggressive share-accumulation. The lack of financial or operational metrics in the filing limits direct valuation impact; however, governance changes can precede margin enhancement initiatives over time. I rate the disclosure neutral to slightly positive for LW.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Lamb Weston Holdings, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

513272104

(CUSIP Number)

Ele Klein & Adriana Schwartz
Schulte Roth & Zabel LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 513272104

1

Name of reporting person

JANA PARTNERS MANAGEMENT, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,957,519.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,957,519.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,957,519.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: Lamb Weston Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 599 S. RIVERSHORE LANE, EAGLE, IDAHO , 83616.
Item 1 Comment: This Amendment No. 9 ("Amendment No. 9") amends the statement on Schedule 13D filed with the Securities and Exchange Commission ("SEC") on October 18, 2024 (the "Original Schedule 13D", as amended, the "Schedule 13D"), with respect to the shares of common stock, par value $1.00 per share (the "Shares"), of Lamb Weston Holdings, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 9 amends Items 2, 3, 4, 5, 6, and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 9 have the meanings set forth in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a) is hereby amended and restated in its entirety as follows: This statement is filed by JANA Partners Management, LP, a Delaware limited partnership ("JANA" or the "Reporting Person"). JANA is a private money management firm which holds the Shares reported as beneficially owned by it in various accounts under its management and control. JANA Partners Management GP, LLC (the "JANA GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA (the "JANA Principal").
(b)	Item 2(b) is hereby amended and restated in its entirety as follows: The principal business address of JANA, the JANA GP and the JANA Principal is 888 7th Avenue, 24th Floor, New York, New York 10106.
(c)	Item 2(c) is hereby amended and restated in its entirety as follows: The principal business of JANA and the JANA Principal is investing for accounts under their management. The principal business of the JANA GP is acting as the general partner of JANA.
(d)	Item 2(d) is hereby amended and restated in its entirety as follows: None of the Reporting Person, the JANA GP, or the JANA Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Item 2(e) is hereby amended and restated in its entirety as follows: None of the Reporting Person, the JANA GP, or the JANA Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Item 2(f) is hereby amended and restated in its entirety as follows: JANA is a limited partnership organized in Delaware. The JANA Principal is a citizen of the United States of America. The JANA GP is a limited liability company organized in Delaware.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated in its entirety as follows: The 6,957,519 Shares reported herein as beneficially owned by JANA were acquired at an aggregate purchase price of approximately $414.7 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented with the addition of the following: On June 30, 2025, the Issuer, JANA and Continental Grain Company entered into a cooperation agreement (the "Cooperation Agreement"), pursuant to which Scott Ostfeld, a Managing Partner and Portfolio Manager of JANA, Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass and Timothy R. McLevish will be appointed to the Board. The effective date for such appointments will be the date upon which JANA delivers a written request to the Issuer for such effectiveness; provided, (i) such written request from JANA shall be delivered to the Issuer no later than July 11, 2025 and (ii) if JANA fails to deliver such request, the appointments shall be effective as of 4:00 PM EDT on July 11, 2025. The foregoing description of the Cooperation Agreement is qualified by the full text of the Cooperation Agreement, which is included as Exhibit 99.6 to this Amendment No. 9 by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on June 30, 2025 (the "Form 8-K") and is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 141,115,615 Shares outstanding as of March 27, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended February 23, 2025, filed with the SEC on April 3, 2025. As of the close of business on the date hereof, JANA may be deemed to beneficially own 6,957,519 Shares, representing approximately 4.9% of the Shares outstanding. By virtue of the Cooperation Agreement, the Reporting Person, Continental Grain Company, Bradley Alford, Jeffery DeLapp, Diane Dietz, John P. Gainor Jr. Timothy R. McLevish and Joseph E. Scalzo, are no longer deemed to be a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: JANA has sole voting and dispositive power over 6,957,519 Shares, which power is exercised by the JANA Principal.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: Information concerning transactions in the Shares effected by the Reporting Person during the past sixty (60) days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.
(d)	Item 5(d) is hereby amended and restated in its entirety as follows: No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e)	Item 5(e) is hereby amended and restated in its entirety as follows: July 1, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented with the addition of the following: The Reporting Person's responses in Item 4 and the third sentence of Item 5(a) of this Amendment No. 9 are incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented with the addition of the following: Exhibit 99.6: Cooperation Agreement (Incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on the Form 8-K).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JANA PARTNERS MANAGEMENT, LP

Signature:	/s/ Jennifer Fanjiang
Name/Title:	Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer
Date:	07/01/2025

FAQ

How many Lamb Weston (LW) shares does JANA Partners currently own?

JANA reports ownership of 6,957,519 common shares.

What percentage of LW’s outstanding shares does this represent?

The holding equals approximately 4.9 % of the 141,115,615 shares outstanding.

What is the purpose of the June 30, 2025 Cooperation Agreement?

The agreement appoints six new directors, including a JANA representative, to Lamb Weston’s board and ends the prior Section 13(d) “group” status.

Who are the new directors joining Lamb Weston’s board?

Scott Ostfeld, Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass and Timothy R. McLevish.

Did JANA reduce its stake below 5 % in this amendment?

Yes. JANA’s ownership now stands at 4.9 %, down from previous levels above 5 %.

How much did JANA spend to build its LW position?

The shares were acquired for an aggregate purchase price of about $414.7 million.