[Form 4/A] CONAGRA BRANDS INC. Amended Insider Trading Activity

Rhea-AI Filing Summary

Thomas M. McGough, Executive Vice President & Chief Operating Officer of Conagra Brands, Inc. (CAG), filed an amended Form 4 reporting insider transactions dated 07/24/2025. The amendment corrects post-transaction beneficial ownership amounts. 11,419 restricted stock units (RSUs) vested on 07/24/2025 (granted 07/24/2024) and were reported as acquired at $0 per share, increasing direct holdings by those shares. The filing shows 5,059 shares were withheld for taxes at an average price of $19.30, reducing the net new shares delivered. After the transactions, Mr. McGough beneficially owns 236,210.67 shares directly and 111,303 shares indirectly (by trust), plus 400 shares indirectly (by spouse).

Positive

• 11,419 RSUs vested on 07/24/2025, converting to common stock and increasing direct ownership
• Filing included an amendment to correct prior reporting, enhancing disclosure accuracy
• Indirect holdings of 111,303 shares held by trust provide long-term alignment with shareholders

Negative

• 5,059 shares withheld for taxes at $19.30 reduced net new shares delivered to the reporting person
• Direct beneficial ownership post-transaction shows fractional share quantity 236,210.67, indicating aggregated reporting adjustments

Insights

Executive Compensation Analyst

RSU vesting and tax withholding explain the reported changes in holdings.

The filing discloses the scheduled vesting of 11,419 RSUs granted on 07/24/2024 with one-third vesting on 07/24/2025. The transaction code shows the RSUs converted to common stock with a $0 acquisition price because RSUs settle in shares rather than a cash purchase.

The report also documents 5,059 shares withheld to satisfy tax withholding at an effective price of $19.30, which is a routine payroll-tax-related disposition and not a discretionary open-market sale.

Corporate Governance Specialist

The amendment corrects previously reported ownership totals; transparency improved by the update.

The Form 4/A explicitly states it corrects the number of shares beneficially owned following prior reported transactions, indicating the filer or company reconciled prior reporting. The post-amendment totals show both direct and indirect holdings (trust and spouse) totaling disclosed amounts, which is material for insider ownership disclosure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McGough Thomas M

(Last) (First) (Middle)

C/O CONAGRA BRANDS, INC.

222 W. MERCHANDISE MART PLAZA, STE. 1300

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONAGRA BRANDS INC. [ CAG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/28/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/24/2025		A		11,419(1)	A	$0	236,210.67	D
Common Stock	07/24/2025		F(2)		5,059	D	$19.3	231,151.67	D
Common Stock								111,303	I	By trust
Common Stock								400	I	By wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	07/24/2025		M			11,419	(1)	(1)	Common Stock	11,419	$0	22,838	D

Explanation of Responses:

1. The restricted stock units were granted on July 24, 2024 and vested 33.33% on 7/24/2025 and will vest 33.33% on 7/24/2026, and 33.34% on 7/24/2027. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date.

2. Shares withheld for taxes.

Remarks:

This amended Form 4 is being filed to correct the number of shares beneficially owned following the reported transactions based on amendments made to the Reporting Person's Form 4 reporting prior transactions.

	/s/ /s/ McLaurin Files, Attorney-in-Fact, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Thomas M. McGough report on Form 4/A for CAG?

The amended Form 4 reports the vesting and conversion of 11,419 RSUs on 07/24/2025, 5,059 shares withheld for taxes at $19.30, and corrected beneficial ownership totals.

How many RSUs vested and when did they vest?

A grant of 11,419 RSUs (granted 07/24/2024) vested 33.33% on 07/24/2025, with remaining tranches on 07/24/2026 and 07/24/2027.

Did the filing show any open-market sales by the insider?

No open-market sale is reported; the disposition reflects tax-withheld shares (5,059), not an open-market sale transaction.

What are Mr. McGough's beneficial holdings after the amendment?

After the reported transactions, the filing shows 236,210.67 shares directly beneficially owned, 111,303 shares indirectly by trust, and 400 shares indirectly by spouse.

Why was an amended Form 4 filed?

The filer states the Form 4/A corrects the number of shares beneficially owned following previously reported transactions based on amendments to earlier filings.