Lamb Weston Holdings, Inc.
A producer of frozen potato products, from French fries served in restaurants and fast-food chains to appetizers and ingredients sold in dozens of countries under brands like Lamb Weston and Grown in Idaho. Despite the name, it has nothing to do with the animal — it honors founder Gib Lamb and the town of Weston, Oregon, where his father launched a fruit-packing business in 1932. Fun fact: the founder invented the water gun knife in 1960, blasting whole potatoes through blades with a high-pressure water stream to cut fries in a flash.
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 4 is hereby amended and supplemented by the addition of the following: On June 30, 2025, the Issuer, JANA Partners Management, LP ("JANA") and Continental Grain Company entered into a cooperation agreement (the "Cooperation Agreement"), pursuant to which Scott Ostfeld, Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass and Timothy R. McLevish will be appointed to the Issuer's board of directors. 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. By virtue of the Cooperation Agreement, the Reporting Persons, JANA, Bradley Alford, Jeffery DeLapp, Diane Dietz (whose legal name is Diane Dietz Suciu), John Gainor, Ruth Kimmelshue, James Lillie, Timothy McLevish and Joseph 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. As a result, each and all of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on June 30, 2025. The filing of this Amendment No. 9 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| JPMORGAN CHASE & CO | 13G/APassive | 4.9% | 6.89M | Aug 5, 2026 |
| Vanguard Capital Management | 13GPassive | 5.25% | 7.30M | Apr 30, 2026 |
| Vanguard Portfolio Management | 13GPassive | 5.89% | 8.19M | Apr 29, 2026 |
| BlackRock, Inc. | 13G/APassive | 11.8% | 16.35M | Apr 7, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| T. Rowe Price Associates, Inc. | 13G/APassive | 7.1% | 9.82M | Feb 17, 2026 |
| FMR LLC | 13G/APassive | 4.2% | 5.92M | Aug 6, 2025 |
| Abigail P. Johnson | 13G/APassive | 4.2% | 5.92M | Aug 6, 2025 |
| JANA PARTNERS MANAGEMENT, LP | 13D/AActivist | 4.9% | 6.96M | Jul 1, 2025 |
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. | ||||
| CONTINENTAL GRAIN CO | 13D/AActivist | 1.5% | 2.13M | Jul 1, 2025 |
Item 4 is hereby amended and supplemented by the addition of the following: On June 30, 2025, the Issuer, JANA Partners Management, LP ("JANA") and Continental Grain Company entered into a cooperation agreement (the "Cooperation Agreement"), pursuant to which Scott Ostfeld, Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass and Timothy R. McLevish will be appointed to the Issuer's board of directors. 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. By virtue of the Cooperation Agreement, the Reporting Persons, JANA, Bradley Alford, Jeffery DeLapp, Diane Dietz (whose legal name is Diane Dietz Suciu), John Gainor, Ruth Kimmelshue, James Lillie, Timothy McLevish and Joseph 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. As a result, each and all of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on June 30, 2025. The filing of this Amendment No. 9 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons. | ||||