13D Filings
Lamb Weston Holdings, Inc.
LW
Amendment
Ownership

1.50%

Total Shares

2,134,080

Issuer CIK

1679273

CUSIP

513272104

Event Date

Jun 29, 2025

Accepted

Jul 1, 2025, 09:00 PM

Reporting Persons (5)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
CONTINENTAL GRAIN CO
CO
1.50%2,134,0802,134,0800
FRIBOURG PAUL J
Individual
1.50%2,134,0802,134,0800
GENDASON ARI DAVID
Individual
0.00%2,3402,3400
ZIMMERMAN MICHAEL J
Individual
0.00%5,0005,0000
FRIBOURG CHARLES
Individual
0.00%9,3009,3000
Disclosure Items (5)

Security Title

Common Stock, $1.00 par value

Issuer Name

Lamb Weston Holdings, Inc.

Issuer Address

599 S. Rivershore Lane, Eagle, ID, 83616

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.

Percentage of Class

Item 5 is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 141,115,615 Shares outstanding as of March 27, 2025, as disclosed in the Quarterly Report. As of the close of business on the date hereof, Continental Grain Company may be deemed to beneficially own 2,134,080 Shares, representing approximately 1.5% of the Shares outstanding. As of the close of business on the date hereof, Mr. Paul Fribourg may be deemed to beneficially own 2,134,080 Shares, representing approximately 1.5% of the Shares outstanding. As of the close of business on the date hereof, Mr. Gendason may be deemed to beneficially own 2,340 Shares, representing less than 0.01% of the Shares outstanding. As of the close of business on the date hereof, Mr. Zimmerman may be deemed to beneficially own 5,000 Shares, representing less than 0.01% of the Shares outstanding. As of the close of business on the date hereof, Mr. Charles Fribourg may be deemed to beneficially own 9,300 Shares, representing less than 0.01% of the Shares outstanding. 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.

Number of Shares

Continental Grain Company has sole voting and dispositive power over 2,134,080 Shares. Mr. Paul Fribourg has sole voting and dispositive power over 2,134,080 Shares. This amount does not include 15 Shares over which Mr. Paul Fribourg does not have direct or indirect beneficial ownership. Such Shares are held in a trust for members of Mr. Fribourg's extended family in which Mr. Paul Fribourg is one of three voting trustees. Mr. Gendason has sole voting and dispositive power over 2,340 Shares. Mr. Gendason is the CIO of Continental Grain Company. In his capacity as CIO, Mr. Gendason possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the CIO of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Gendason potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Gendason expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company. Mr. Zimmerman has sole voting and dispositive power over 5,000 Shares. Mr. Zimmerman is a member of the Board of Directors and the Vice Chairman of Continental Grain Company. In his capacity as Vice Chairman, Mr. Zimmerman possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the Vice Chairman of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Zimmerman potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Zimmerman expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company. Mr. Charles Fribourg has sole voting and dispositive power over 9,300 Shares. This amount does not include 15 Shares over which Mr. Charles Fribourg does not have direct or indirect beneficial ownership. Such Shares are held in a trust for members of Mr. Charles Fribourg's extended family in which Mr. Charles Fribourg is one of three voting trustees. Mr. Charles Fribourg is a member of the Board of Directors and the Vice Chairman of Continental Grain Company. In his capacity as Vice Chairman, Mr. Charles Fribourg possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the Vice Chairman of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Charles Fribourg potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Charles Fribourg expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company.

Transactions

No person other than the Reporting Persons 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, any securities owned by the Reporting Persons.

Shareholders

No transactions in the Shares have been effected by the Reporting Persons during the past sixty (60) days.

Date of 5% Ownership

As a result of the transactions described herein, each and all of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on June 30, 2025. As such, 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.

Item 6 is hereby amended and supplemented as follows: The Reporting Persons' responses in Item 4 of this Amendment No. 9 are incorporated by reference into this Item 6.

Exhibit 99.6: Cooperation Agreement (Incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on the Form 8-K).

Lamb Weston Holdings, Inc. — Schedule 13D | 13D Filings