Conagra Brands (NYSE: CAG) sells $500M 5.400% senior notes due 2031

Q: What securities did Conagra Brands (CAG) issue in July 2026?

Conagra Brands issued $500,000,000 aggregate principal amount of 5.400% Senior Notes due August 1, 2031 . These senior unsecured notes pay 5.400% annual interest, with payments starting February 1, 2027, and were sold in a public underwritten offering.

Q: When do Conagra Brands (CAG) 5.400% Senior Notes mature and start paying interest?

The 5.400% Senior Notes mature on August 1, 2031 and begin paying interest on February 1, 2027 . Interest accrues at 5.400% per year, with semiannual payments starting in 2027 and continuing until maturity, subject to any earlier redemption or repurchase.

Q: How are Conagra Brands (CAG) 5.400% Senior Notes ranked in the capital structure?

The Notes are senior unsecured obligations of Conagra Brands. They rank equally with all other senior unsecured debt, are effectively junior to any secured debt up to collateral value, and are effectively junior to all existing and future debt of the company’s subsidiaries.

Q: What protections apply if Conagra Brands (CAG) undergoes a change of control?

If a defined Change of Control Triggering Event occurs, Conagra must offer to repurchase the Notes at 101% of aggregate principal amount , plus accrued and unpaid interest to the repurchase date, providing noteholders with a contractual exit right.

Q: Who underwrote Conagra Brands (CAG) $500 million notes offering?

The Notes were sold under an underwriting agreement dated July 21, 2026 with BofA Securities, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named in the agreement.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Conagra Brands, Inc. completed a public offering of $500,000,000 aggregate principal amount of 5.400% Senior Notes due August 1, 2031. The Notes are issued under an existing indenture and a Fourth Supplemental Indenture with U.S. Bank Trust Company, National Association, as successor trustee, and include customary covenants limiting secured debt, sale and leaseback transactions, and certain mergers or asset transfers.

The Notes bear interest at 5.400% per year, payable beginning February 1, 2027, are redeemable at Conagra’s option at specified prices, and must be repurchased at 101% of principal plus accrued interest upon a defined Change of Control Triggering Event. They are senior unsecured obligations ranking equally with Conagra’s other senior unsecured debt and structurally junior to subsidiary liabilities. The Notes were sold through an underwriting agreement with BofA Securities, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC.

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8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Senior Notes Offering Size: $500,000,000 aggregate principal amount Coupon Rate: 5.400% per year Maturity Date: August 1, 2031 +4 more

7 metrics

Senior Notes Offering Size $500,000,000 aggregate principal amount Public offering of 5.400% Senior Notes due 2031

Coupon Rate 5.400% per year Interest rate on Senior Notes due 2031

Maturity Date August 1, 2031 Scheduled maturity of the Senior Notes

Initial Interest Payment Date February 1, 2027 First scheduled interest payment on the Notes

Change of Control Repurchase Price 101% of aggregate principal amount Repurchase offer upon a Change of Control Triggering Event

Offering Completion Date July 28, 2026 Date the public offering of the Notes was completed

Underwriting Agreement Date July 21, 2026 Date of the underwriting agreement for the Notes

Key Terms

Senior Notes, Indenture, Change of Control Triggering Event, sale and leaseback transactions, +1 more

5 terms

Senior Notes financial

"public offering of $500,000,000 aggregate principal amount of its 5.400% Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture regulatory

"The terms of the Notes are governed by an indenture, dated as of August 12, 2021"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Change of Control Triggering Event financial

"Upon the occurrence of a Change of Control Triggering Event, as defined in the Fourth Supplemental Indenture"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

sale and leaseback transactions financial

"limit the ability of the Company, with certain exceptions, to incur debt secured by liens, engage in sale and leaseback transactions"

underwriting agreement financial

"The Notes were sold pursuant to an underwriting agreement, dated July 21, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/28/2026 - 01:55 PM Accepted by SEC EDGAR 07/28/2026 - 01:55 PM

FAQ

What securities did Conagra Brands (CAG) issue in July 2026?

Conagra Brands issued $500,000,000 aggregate principal amount of 5.400% Senior Notes due August 1, 2031. These senior unsecured notes pay 5.400% annual interest, with payments starting February 1, 2027, and were sold in a public underwritten offering.

When do Conagra Brands (CAG) 5.400% Senior Notes mature and start paying interest?

The 5.400% Senior Notes mature on August 1, 2031 and begin paying interest on February 1, 2027. Interest accrues at 5.400% per year, with semiannual payments starting in 2027 and continuing until maturity, subject to any earlier redemption or repurchase.

How are Conagra Brands (CAG) 5.400% Senior Notes ranked in the capital structure?

The Notes are senior unsecured obligations of Conagra Brands. They rank equally with all other senior unsecured debt, are effectively junior to any secured debt up to collateral value, and are effectively junior to all existing and future debt of the company’s subsidiaries.

What protections apply if Conagra Brands (CAG) undergoes a change of control?

If a defined Change of Control Triggering Event occurs, Conagra must offer to repurchase the Notes at 101% of aggregate principal amount, plus accrued and unpaid interest to the repurchase date, providing noteholders with a contractual exit right.

Who underwrote Conagra Brands (CAG) $500 million notes offering?

The Notes were sold under an underwriting agreement dated July 21, 2026 with BofA Securities, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named in the agreement.

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 28, 2026

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 28, 2026, Conagra Brands, Inc. (the “Company”) completed a public offering of $500,000,000 aggregate principal amount of its 5.400% Senior Notes due 2031 (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 22, 2026.

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 28, 2026 (the “Fourth 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 Fourth 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 Notes will mature on August 1, 2031 and bear interest at a rate equal to 5.400% per year, which will be paid beginning on February 1, 2027.

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 Fourth 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 21, 2026 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo Securities, 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 21, 2026, by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo Securities, 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		Fourth Supplemental Indenture, dated July 28, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as successor Trustee (including the Form 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 28, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents