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

Rhea-AI Filing Summary

Conagra Brands, Inc. (NYSE: CAG) filed an 8-K announcing that on June 27, 2025 it executed a Third Amended & Restated Revolving Credit Agreement with Bank of America and a syndicate of lenders.

The new facility is an unsecured revolving line of credit of up to $2.0 billion, replacing the company’s prior 2022 agreement. Key terms include:

• Maturity: June 27, 2030, with optional 1- or 2-year extensions available annually.
• Pricing: • Term SOFR + 0.805% – 1.30% or • Base Rate (prime/fed funds/1-m SOFR + 1.00%, whichever is highest) + 0.00% – 0.30%, both tied to CAG’s unsecured long-term debt ratings.
• Facility fee: 0.07% – 0.20% per annum, payable quarterly, rating-based.
• Covenants: Maximum net leverage and minimum interest-coverage ratios typical for investment-grade borrowers, plus standard affirmative/negative covenants and events of default.
• Usage: No borrowings were outstanding under the prior facility on the closing date; the agreement therefore enhances liquidity without adding immediate debt.

The amendment extends liquidity by roughly three years, maintains investment-grade covenant flexibility, and keeps the credit line unsecured—supporting working-capital needs, potential share repurchases, and bolt-on M&A capacity. While pricing is floating and will fluctuate with ratings and SOFR, the structure preserves optionality and refinancing runway through 2030.

Insights

Credit Analyst

TL;DR: 2030 unsecured $2 bn revolver extends tenor, strengthens liquidity; rating-linked spreads keep pricing competitive.

Extending the revolver to 2030 removes the 2027 refinancing cliff, a key credit-profile improvement. The unsecured status avoids asset encumbrance, and the $2 bn size equates to roughly 25% of FY-24 revenue, ample for seasonal working-capital swings. Rating-based grids (0.805%–1.30% over SOFR) are standard for BBB peers, signalling lenders’ confidence. The absence of current borrowings indicates adequate existing liquidity; thus the facility functions as a back-stop rather than incremental leverage. Financial covenants (net leverage, interest cover) are customary and unlikely to bind near term given CAG’s recent leverage of ~3.5x and interest cover >5x. Overall, the agreement modestly improves credit strength.

Equity Analyst

TL;DR: Neutral for equity: liquidity boost helpful, but no earnings impact until drawn.

For shareholders, the revolver refresh maintains strategic flexibility—management can fund modest M&A or absorb commodity-price volatility without issuing equity. However, spreads above SOFR, while competitive, still expose future interest costs to rate cycles if taps occur. No immediate P&L effect exists because the line is undrawn, and covenants mirror prior thresholds, so capital-return programs remain unaffected. Net positive optics on balance-sheet discipline but unlikely to re-rate the stock by itself.

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​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934​Date of Report (Date of earliest event reported): June 27, 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		TradingSymbol(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 June 27, 2025 (the “Closing Date”), Conagra Brands, Inc. (the “Company”) entered into a Third Amended and Restated Revolving Credit Agreement (the “Revolving Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as administrative agent and a lender, and the other lenders party thereto, providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $2.0 billion.The revolving credit facility provided for under the Revolving Credit Agreement replaces the Company’s prior revolving credit facility by amending and restating that certain Second Amended and Restated Revolving Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “Prior Revolving Credit Agreement”), dated as of August 26, 2022, among the Company, Bank of America, as administrative agent and a lender, and the other financial institutions party thereto as lenders. The maturity date of the Prior Revolving Credit Agreement was August 26, 2027. No borrowings were outstanding under the Prior Revolving Credit Agreement on the Closing Date.The revolving credit facility provided for under the Revolving Credit Agreement matures on June 27, 2030, and is unsecured. The term of the Revolving Credit Agreement may be extended for an additional one-year or two-year period from the then applicable maturity date on an annual basis.Loans under the revolving credit facility will bear interest at, at the Company’s election, either (a) the sum of Term SOFR, plus a percentage spread (ranging from 0.805% per annum to 1.30% per annum) based on the Company’s senior unsecured long-term indebtedness ratings or (b) the sum of (i) Base Rate, described in the Revolving Credit Agreement as the greatest of (1) Bank of America’s prime rate, (2) the federal funds rate plus 0.50% and (3) one-month Term SOFR plus 1.00%, plus (ii) a percentage spread (ranging from 0.0% per annum to 0.30% per annum) based on the Company’s senior unsecured long-term indebtedness ratings.The Company has agreed to pay a facility fee, payable quarterly, at rates that range from 0.07% per annum to 0.20% per annum (based on the Company’s senior unsecured long-term debt ratings), and customary administrative agent fees and fees in respect of letters of credit.The Revolving Credit Agreement contains customary affirmative and negative covenants for unsecured investment grade credit facilities of this type and financial covenants requiring compliance with a maximum net leverage ratio and a minimum interest coverage ratio.The Revolving Credit Agreement contains events of default customary for unsecured investment grade credit facilities with corresponding grace periods. If an event of default occurs and is continuing, the lenders may terminate and/or suspend their obligations to make loans and issue letters of credit under the Revolving Credit Agreement and/or accelerate amounts due under the Revolving Credit Agreement and exercise other rights and remedies. In the case of certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding obligations of the Company will become immediately due and payable.Certain of the lenders under the Revolving Credit Agreement (and their respective subsidiaries or affiliates) have in the past provided, are currently providing or may in the future provide, investment banking, cash management, underwriting, lending, commercial banking, trust, leasing services, foreign exchange and other advisory services to, or engage in transactions with, the Company and its subsidiaries or affiliates. These parties have received, and may in the future receive, customary compensation from the Company and its subsidiaries or affiliates, for such services.A copy of the Revolving Credit Agreement is filed as Exhibit 10.1 hereto. The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is incorporated by reference herein.​​

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 9.01Financial Statements and Exhibits.​

​	​	​	​
Exhibit No.		Description
​	​	​	​
10.1	​	Third Amended and Restated Revolving Credit Agreement, dated June 27, 2025, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto	​
​	​	​	​
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: June 30, 2025​​