[8-K] Conagra Brands, Inc. Reports Material Event

Rhea-AI Filing Summary

Conagra Brands (CAG) executed a dual-tranche public debt offering on 22 Jul 2025, issuing $1.0 billion of senior unsecured notes:

• $500 mm 5.000% notes maturing 1 Aug 2030
• $500 mm 5.750% notes maturing 1 Aug 2035

The notes were issued under the company’s August 2021 base indenture and a third supplemental indenture dated 22 Jul 2025. Covenants limit secured debt, sale-leaseback transactions and major mergers or asset transfers. Conagra may redeem the notes early at make-whole prices; if a Change-of-Control Triggering Event occurs, holders can require repurchase at 101% of principal plus accrued interest. Interest payments begin 1 Feb 2026.

The obligations rank pari passu with Conagra’s existing senior unsecured debt, are junior to any secured borrowings and to debt at subsidiary level. Underwriters—BofA Securities, Goldman Sachs & Co. LLC and Mizuho Securities USA—received customary fees under a 15 Jul 2025 agreement. The transaction creates a direct financial obligation reported under Item 2.03; use of proceeds was not specified.

Positive

• Secured $1 billion of long-term funding, extending debt maturities to 2030 and 2035.
• Fixed coupons limit future interest-rate exposure in a potentially rising-rate environment.
• Standard, investment-grade covenant package preserves operational flexibility while providing bondholder protections.

Negative

• Additional $1 billion leverage increases annual interest expense (~$55–60 mm) and may pressure credit metrics.
• Notes are structurally subordinated to subsidiary debt and any future secured borrowings, heightening recovery risk for holders.

Insights

Fixed-Income Analyst

TL;DR: $1 billion unsecured issuance lengthens Conagra’s maturity ladder at mid-5% coupons; covenant package is standard.

The company locked in fixed rates of 5.0% (5-yr tenor) and 5.75% (10-yr tenor), modestly above current BBB food peer averages, yet acceptable for unsecured funding. Proceeds bolster liquidity and push out maturities to 2030/2035, reducing near-term refinancing risk. Covenants are light, giving management flexibility, while a 101% change-of-control put protects investors. Ranking is pari-passu, so no collateral leakage. Overall market impact is neutral-to-slightly positive for bondholders; leverage metrics will determine rating agency response.

Equity Analyst

TL;DR: Deal adds interest expense and leverage but secures long-term capital; equity impact neutral.

An extra $1 billion of debt will lift annual interest by roughly $55–60 million, trimming EPS by a few cents unless offset by growth or cost savings. Because the notes are refinance-like, dilution risk is limited. Flexible redemption terms could allow repayment if rates fall. Without clarity on use of proceeds, leverage trajectory is uncertain; however, maintaining unsecured status avoids asset encumbrance. Investors should watch future guidance for debt-to-EBITDA targets and dividend capacity.

0000023217false00000232172025-07-222025-07-22

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

Date of Report (Date of earliest event reported): July 22, 2025

Conagra Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

​

Delaware	1-7275	47-0248710
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
222 W. Merchandise Mart Plaza,
Suite 1300
Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

​

(312) 549-5000

(Registrant’s telephone number, including area code)

​

N/A

(Former name or former address, if changed since last report)

​

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

​

☐	​	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	​	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	​	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	​	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​

Securities registered pursuant to Section 12(b) of the Act:

​

		​ ​
Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $5.00 par value		CAG		New York Stock Exchange

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

​

Emerging growth company ☐

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

​

​

Item 1.01Entry into a Material Definitive Agreement.

​

On July 22, 2025, Conagra Brands, Inc. (the “Company”) completed a public offering of $500,000,000 aggregate principal amount of its 5.000% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The Notes were offered and sold pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-280760). A prospectus supplement relating to the offering and sale of the Notes was filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2025.

The terms of the Notes are governed by an indenture, dated as of August 12, 2021 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of July 22, 2025 (the “Third Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), in each case by and between the Company and U.S. Bank Trust Company, National Association, as successor trustee. The Indenture contains customary covenants that, among other things, limit the ability of the Company, with certain exceptions, to incur debt secured by liens, engage in sale and leaseback transactions and enter into certain consolidations, mergers and transfers of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole.

The Company may redeem some or all of the Notes at any time and from time to time prior to their maturity at the redemption prices described in the prospectus supplement. Upon the occurrence of a “Change of Control Triggering Event,” as defined in the Third Supplemental Indenture, the Company will be required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The Indenture contains customary events of default, including failure to make required payments of principal and interest, certain events of bankruptcy and insolvency and default in the performance or breach of any covenant or warranty contained in the Indenture or the Notes.

The 2030 Notes will mature on August 1, 2030 and bear interest at a rate equal to 5.000% per year, which will be paid beginning on February 1, 2026. The 2035 Notes will mature on August 1, 2035 and bear interest at a rate equal to 5.750% per year, which will be paid beginning on February 1, 2026.

The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of its other senior unsecured debt, are effectively junior to any of the Company’s secured debt to the extent of the value of collateral securing such debt, and are effectively junior to all existing and future secured and unsecured debt of the Company’s subsidiaries.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Base Indenture, incorporated by reference herein as Exhibit 4.1, and the Third Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

​

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

​

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

​

Item 8.01Other Events.

The Notes were sold pursuant to an underwriting agreement, dated July 15, 2025 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, acting as representatives of the several underwriters named therein. The Underwriting Agreement contains customary representations, warranties, conditions to closing, indemnification provisions and obligations of the parties. 

The underwriters and their affiliates have provided, are currently providing and in the future may continue to provide investment banking, commercial banking and other financial services, including the provision of credit facilities,

to the Company in the ordinary course of business for which they have received and will receive customary compensation.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

​

​

Item 9.01Financial Statements and Exhibits.

​

	​	​		​
Exhibit No.		Description
​	​	​		​
1.1	​	Underwriting Agreement, dated July 15, 2025, by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, acting as representatives of the several underwriters named therein.		​
​	​	​		​
4.1	​	Indenture, dated August 12, 2021, by and between the Company and U.S. Bank Trust Company, National Association, as successor Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).		​
​	​	​		​
4.2	​	Third Supplemental Indenture, dated July 22, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as successor Trustee (including Forms of Notes).		​
​	​	​		​
5.1	​	Opinion of Mayer Brown LLP.		​
​	​	​		​
23.1	​	Consent of Mayer Brown LLP (included in Exhibit 5.1).		​
​	​	​		​
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)		​
​	​	​	​

​

​

​

SIGNATURES

​

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

​	​	​
​	CONAGRA BRANDS, INC.
​	​	​
​	By:	/s/ Carey Bartell
​	Name:	Carey Bartell
​	Title:	Executive Vice President, General Counsel and Corporate Secretary

​

Date: July 22, 2025

​

​

FAQ

How much debt did Conagra Brands (CAG) issue on July 22 2025?

The company issued $1.0 billion in senior unsecured notes—$500 mm due 2030 and $500 mm due 2035.

What are the interest rates and maturities of Conagra’s new senior notes?

The 2030 notes carry a 5.000% coupon and mature 1 Aug 2030; the 2035 notes carry a 5.750% coupon and mature 1 Aug 2035.

Are the new Conagra notes secured?

No. The notes are senior unsecured obligations ranking pari passu with Conagra’s other senior unsecured debt.

When do interest payments on the notes begin?

Semi-annual interest payments start on 1 Feb 2026.

What happens if Conagra experiences a change of control?

Holders can require Conagra to repurchase the notes at 101% of principal plus accrued interest.

Can Conagra redeem the notes early?

Yes. The company may redeem some or all of the notes at make-whole prices before maturity, as detailed in the prospectus supplement.

Which banks underwrote the debt offering?

BofA Securities, Goldman Sachs & Co. LLC, and Mizuho Securities USA LLC acted as joint book-running managers.