Every 8-K that Conagra Brands Inc (CAG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CAG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CAG filings page.
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.
Conagra Brands, Inc. reported a senior leadership change. On July 24, 2026, Executive Vice President and Chief Operating Officer Thomas McGough informed the company of his decision to retire, effective no later than September 4, 2026. Conagra plans to eliminate the chief operating officer position upon his retirement.
Conagra Brands reported Q4 FY26 net sales of $2.9 billion, up 3.6%, with organic net sales flat as 1.6% price/mix growth offset a 1.6% volume decline. Gross margin contracted to 24.4%, and higher SG&A plus $2.0 billion of non-cash goodwill and brand impairment charges drove a net loss of $1.6 billion, or $3.37 per diluted share. Adjusted net income was $228 million, or $0.47 per share, and adjusted EBITDA was $484 million.
For fiscal 2026, net sales declined 2.9% to $11.3 billion and gross margin decreased to 23.9%. The company recorded a net loss of $1.9 billion, or $4.00 per share, compared with earnings of $2.40 a year earlier, while adjusted EPS fell to $1.72 from $2.30 and adjusted EBITDA declined to $1.84 billion. Operating cash flow was $1.4 billion and free cash flow $978.7 million, supporting an 11.9% reduction in net debt to $7.1 billion and a net leverage ratio of 3.83x.
New CEO John Brase highlighted priorities around restoring margins, increasing brand and supply-chain investment, simplifying operations, and enhancing financial flexibility. Consistent with these priorities, the board approved a quarterly dividend of $0.175 per share (annualized $0.70) and issued fiscal 2027 guidance for organic net sales down (3)% to (1)%, adjusted operating margin of 10.0%–10.5%, and adjusted EPS of $1.40–$1.50.
Conagra Brands reported that director Emanuel “Manny” Chirico has decided not to stand for reelection to the Board of Directors at the company’s 2026 Annual Meeting of Shareholders, expected in September. He will continue to serve as a director for the remainder of his current term, and the company stated that his decision was not due to any disagreement with the Board or with Conagra Brands.
Conagra Brands, Inc. filed a current report describing Board approval of Amended and Restated Bylaws, effective May 5, 2026. The new bylaws explicitly permit virtual stockholder meetings in line with Delaware law and remove certain outdated provisions.
The bylaws also update timing for special stockholder meetings and refine requirements around share ownership criteria, information stockholders must provide for annual meeting business and director nominations, and how matters are determined to be properly brought before stockholder meetings.
Conagra Brands is implementing a planned CEO transition, appointing John Brase as President and Chief Executive Officer and a director effective June 1, 2026. Sean Connolly will step down from his CEO and board roles on May 31, 2026, with separation benefits available under his existing letter agreement.
Brase’s compensation package includes a $1.15 million annual base salary for fiscal 2027, a target annual cash bonus equal to 150% of salary, and an annual long-term equity award targeted at $7.3 million. He will receive a $200,000 cash sign-on bonus, a sign-on equity package comprising $4.0 million in performance-based restricted stock units and $2.0 million in restricted stock units, relocation benefits and up to $500,000 in relocation stipend, plus a time-sharing arrangement for limited personal use of company aircraft and a double-trigger change-in-control agreement.
Conagra Brands reported third quarter fiscal 2026 results with lower sales but higher GAAP earnings and weaker adjusted performance. Net sales fell 1.9% to $2.79 billion, while organic net sales rose 2.4% on a 1.9% price/mix increase and 0.5% volume growth.
Gross profit declined 7.4% to $657.7 million and gross margin contracted to 23.6% as cost inflation and unfavorable operating leverage outweighed productivity gains. Net income attributable to Conagra increased 37.7% to $199.8 million, or $0.42 per diluted share, but adjusted net income dropped 22.3% to $188.2 million, or $0.39 per share. Adjusted EBITDA decreased 14.9% to $437.1 million.
Year-to-date, free cash flow was $581.4 million, down 44.2%, while net debt fell to $7.28 billion, a 10.1% reduction versus the prior year period, resulting in a 3.83x net leverage ratio. For fiscal 2026, the company now targets adjusted operating margin near the high end of its ~11.0%–~11.5% range and adjusted EPS of approximately $1.70, the low end of its prior range.
Conagra Brands, Inc. expanded its Board of Directors from 11 to 12 members and appointed John Mulligan and Pietro Satriano as new directors, effective immediately, to serve until successors are elected and qualified or they resign or are removed.
The Board determined both are independent under New York Stock Exchange standards and the company’s governance principles, and that Mr. Satriano is financially literate under SEC regulations. Mulligan will serve on the Human Resources and Nominating Corporate Governance Committees, while Satriano will join the Audit/Finance Committee.
As non-employee directors, each will receive a prorated cash retainer and a prorated annual equity award, including restricted stock units valued at approximately $60,000 each, to be granted on March 2, 2026, with the number of units based on the average closing stock price over the prior 30 trading days.
Conagra Brands, Inc. filed an 8-K to share a press release reaffirming its financial guidance for fiscal 2026 ahead of its presentation at the 2026 Consumer Analyst Group of New York conference. The company is maintaining its previously issued outlook for the year.
Conagra also now expects free cash flow conversion to be approximately 100% for the full fiscal 2026 year, compared with its earlier expectation of about 90%. The company highlights ongoing innovation, with new product launches planned for calendar 2026, and notes that it generated nearly $12 billion in net sales in fiscal 2025.
Conagra Brands, Inc. reported that it has released a press release covering its second quarter fiscal 2026 financial results. This update is being communicated through a current report, which directs readers to the press release attached as Exhibit 99.1 for full details of the company’s performance in the quarter.
The company notes that the press release and the related financial information are being furnished, not filed, meaning they are not subject to certain liability provisions of the Exchange Act and are not automatically incorporated into other securities law filings. The report is signed on behalf of Conagra by Executive Vice President, General Counsel and Corporate Secretary, Carey Bartell.
Conagra Brands, Inc. announced a leadership change in its finance organization. The Board of Directors appointed Melissa Napier as Senior Vice President, Corporate Controller and principal accounting officer, effective upon the previously announced departure of William E. Johnson on October 17, 2025. She will report to Executive Vice President and Chief Financial Officer David Marberger.
Ms. Napier, age 55, joined Conagra in April 2022 as Head of Investor Relations and became CFO of the Grocery & Snacks segment in January 2025. She previously held senior finance roles at US Foods, Sara Lee Corp., The Hillshire Brands Company, and Tyson Foods, and began her career in public accountancy, including two years at Deloitte. She is a CPA with an MBA from the University of Notre Dame and a bachelor’s degree in accounting from Wilkes University.
The company states there is no arrangement or understanding with any other person relating to her appointment, no family relationships with directors or executive officers, and no material related-party transactions requiring disclosure. Her compensation for fiscal 2026 was set by the Human Resources Committee consistent with other executive officers as described in Conagra’s 2025 proxy statement.
Conagra Brands, Inc. furnished an update on its business by providing a press release with its first quarter fiscal 2026 financial results. The company issued this press release on October 1, 2025, and attached it as Exhibit 99.1. The information about these results is furnished under a section that is not treated as formally filed with the SEC, meaning it is not subject to certain liability provisions and is not automatically incorporated into other SEC documents.
Conagra Brands, Inc. filed an amended current report to correct the description of the voting outcome on its advisory proposal regarding named executive officer compensation. The amendment confirms that shareholders approved, on a non-binding, advisory basis, the company’s executive pay program.
At the September 17, 2025 Annual Meeting of Shareholders, investors elected eleven director nominees, with each receiving a substantial majority of votes cast. Shareholders also approved the advisory vote on executive compensation with 321,898,549 votes for, 40,919,490 against, and 1,374,667 abstentions, and ratified the appointment of KPMG LLP as independent auditor for fiscal 2026 with 396,411,569 votes for, 21,145,769 against, and 1,164,945 abstentions.
Conagra Brands, Inc. reported the results of its Annual Meeting of Shareholders held on September 17, 2025. Shareholders elected eleven directors to serve until the company’s 2025 Annual Meeting and until their successors are elected and qualified, with each nominee receiving a substantial number of votes in favor relative to votes against.
Shareholders did not approve, on a non-binding advisory basis, the company’s named executive officer compensation, with 321,898,549 votes for and 40,919,490 votes against, alongside 1,374,667 abstentions and 54,529,577 broker non-votes. Shareholders also voted to ratify the appointment of KPMG LLP as Conagra’s independent auditor for fiscal 2026, with 396,411,569 votes for, 21,145,769 votes against, and 1,164,945 abstentions.
Conagra Brands, Inc. reported that William E. Johnson, Senior Vice President and Corporate Controller, has informed the company of his intention to resign to pursue another opportunity outside the company. He will remain in his current role and continue serving as Conagra’s principal accounting officer until the close of business on October 17, 2025, which is expected to be his separation date.
The company stated that Mr. Johnson’s decision to resign is not due to any disagreement with Conagra on its financial statements, internal control over financial reporting, operations, policies, or practices. Effective as of the separation date, Executive Vice President and Chief Financial Officer David S. Marberger will assume the role of principal accounting officer on an interim basis until a long-term successor is named, and he will not receive additional compensation for these added responsibilities.
Conagra Brands announced that board member Fran Horowitz will not seek reelection at the company's 2025 Annual Meeting of Shareholders scheduled for September. Horowitz will continue to serve through the remainder of her current term.
Key details of the announcement:
- The decision was disclosed in an 8-K filing dated June 17, 2025
- The company explicitly stated that Horowitz's departure is not due to any disagreement with the Board of Directors or the Company
- The filing was executed by Carey Bartell, Executive Vice President, General Counsel and Corporate Secretary
This board change represents a material corporate governance event for Conagra Brands (NYSE: CAG), though the amicable nature of the departure suggests minimal disruption to board operations. Investors should monitor subsequent proxy materials for information regarding potential replacement candidates.