Welcome to our dedicated page for Lamb Weston Hold SEC filings (Ticker: LW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Schedule 13D/A Amendment No. 9, filed 1 July 2025 by JANA Partners Management, LP, details the activist fund鈥檚 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鈥擲cott Ostfeld (JANA), Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass and Timothy R. McLevish鈥攖o Lamb Weston鈥檚 board upon JANA鈥檚 written request, but no later than 11 July 2025. Upon effectiveness, the parties previously reported as a 鈥済roup鈥� 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鈥檚 stake has edged below the 5 % threshold that typically triggers initial Schedule 13D reporting.
On 06/28/2025, Roivant Sciences Ltd. (ROIV) Chief Financial Officer Richard Pulik filed a Form 4 disclosing a net share settlement relating to the vesting of restricted stock units (RSUs). To cover tax-withholding obligations, the issuer withheld and disposed of 1,653 common shares at $11.39 per share, coded 鈥淔鈥� in Table I. After completing the administrative transaction, Pulik directly owns 399,472 common shares, which includes stock acquired through the company鈥檚 Employee Stock Purchase Plan. No derivative security activity was reported.
The filing reflects an internal tax-payment mechanism rather than an open-market sale or purchase, and therefore is unlikely to signal any change in management鈥檚 outlook or the company鈥檚 fundamentals.
Lamb Weston Holdings, Inc. (LW) filed an 8-K announcing a wide-ranging Cooperation Agreement dated 30 Jun 2025 with activist investor JANA Partners and Continental Grain Company.
Board re-composition: The Company will expand its Board from 11 to 13 seats and accept the resignations of Charles A. Blixt, W.G. Jurgensen, Robert A. Niblock and Maria Renna Sharpe (two already effective 29 Jun 2025). Six Agreed Directors will be appointed no later than 11 Jul 2025: Bradley Alford (new non-executive Chairman), Timothy R. McLevish, Scott Ostfeld, Ruth Kimmelshue, Paul Maass and Lawrence Kurzius. Each brings senior leadership or activist experience across food, agribusiness and consumer sectors.
Committee alignment: 鈥� Audit & Finance 鈥� 5 members (incl. McLevish & Maass). 鈥� Compensation & Human Capital 鈥� 6 members (incl. Kimmelshue, Kurzius & Ostfeld). 鈥� Nominating & Governance 鈥� 6 members (incl. Kimmelshue, Kurzius & Ostfeld).
Shareholder obligations & standstill: JANA and Continental Grain agree to (1) vote in line with Board recommendations (with limited proxy-advisor exceptions), (2) maintain a 鈮�1.5 % net long position to keep board representation, (3) adhere to mutual non-disparagement, and (4) observe a standstill that runs until the earlier of 30 days before the 2026 advance-notice window or 28 Apr 2026.
Replacement rights: If any of the designated directors departs before the Termination Date, JANA, Continental Grain or both (depending on the seat) may name replacements, subject to customary independence and suitability criteria.
Rationale & disclosure: While no financial metrics were provided, the agreement averts a potential proxy contest, refreshes governance with seasoned industry leaders, and signals collaboration between management and key shareholders. The Company issued a press release (Exhibit 99.1) and attached the full Cooperation Agreement (Exhibit 10.1).
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