Conagra SVP Exercises RSUs, Withholds Shares

CONAGRA BRANDS SVP, Corporate Controller Melissa C. Napier exercised 2,698 restricted stock units into an equal number of common shares on July 24, 2026, from a July 24, 2024 grant that vests over three years.

Rhea-AI Filing Summary

CONAGRA BRANDS SVP, Corporate Controller Melissa C. Napier exercised 2,698 restricted stock units into an equal number of common shares on July 24, 2026, from a July 24, 2024 grant that vests over three years. To cover taxes, 1,196 shares were withheld at $14.77 per share.

Insider Trade Summary

2,698 shares exercised/converted

Exercise 3 txns

Insider Napier Melissa C.

Role SVP, Corporate Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1	2,698	$0.00	$0.00
Exercise	Common Stock F1	2,698	$0.00	$0.00
Tax Withholding	Common Stock F2	1,196	$14.77	$18K

Holdings After Transaction: Restricted Stock Units — 2,698 contracts (Direct); Common Stock — 5,469 shares (Direct)

Footnotes (2)

1. F1. The restricted stock units were granted on July 24, 2024, and vested 33.33% on each of July 24, 2025, and July 24, 2026, and will vest 33.34% on July 24, 2027. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date.
2. F2. Shares withheld for taxes.

Key Figures

RSUs Exercised: 2,698 units Common Shares Acquired: 2,698 shares Shares Withheld for Taxes: 1,196 shares +3 more

6 metrics

RSUs Exercised 2,698 units Restricted stock units converted to common stock on July 24, 2026

Common Shares Acquired 2,698 shares Shares received upon RSU vesting and conversion, one share per RSU

Shares Withheld for Taxes 1,196 shares Common stock withheld to satisfy tax liability related to RSU vesting

Tax Withholding Price $14.77 per share Per-share value used in the F-coded tax-withholding disposition

RSU Grant Date July 24, 2024 Original grant date of the restricted stock units to Melissa C. Napier

RSU Vesting Percentages 33.33%, 33.33%, 33.34% Vesting on July 24, 2025; July 24, 2026; and July 24, 2027 respectively

Key Terms

Restricted Stock Units, tax-withholding disposition, contingent right to receive one share

3 terms

Restricted Stock Units financial

"The restricted stock units were granted on July 24, 2024, and vested 33.33% on each..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"The transaction_action field describes a tax-withholding disposition for the F-coded entry."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

contingent right to receive one share financial

"Each RSU represents the contingent right to receive one share of the Issuer's common stock..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Melissa C. Napier report for CAG on July 24, 2026?

Melissa C. Napier reported exercising 2,698 restricted stock units, receiving an equal number of Conagra Brands common shares. To satisfy tax obligations related to this vesting, 1,196 shares were withheld at $14.77 per share instead of being retained.

How many Conagra Brands (CAG) shares did Melissa C. Napier acquire through RSU vesting?

She acquired 2,698 shares of common stock through the vesting and conversion of restricted stock units. Each RSU represented the contingent right to receive one share of Conagra Brands common stock upon vesting, resulting in a one-for-one share issuance.

How many CAG shares were withheld for taxes and at what price per share?

A total of 1,196 common shares were withheld to cover taxes associated with the RSU vesting, at a value of $14.77 per share. This F-coded transaction is characterized as a tax-withholding disposition rather than an open-market sale.

What is the vesting schedule of Melissa C. Napier’s RSUs at Conagra Brands (CAG)?

The RSUs were granted on July 24, 2024 and vest 33.33% on July 24, 2025, 33.33% on July 24, 2026, and 33.34% on July 24, 2027. Each vested installment delivers one Conagra common share per RSU.

Was Melissa C. Napier’s Form 4 transaction in CAG under a Rule 10b5-1 trading plan?

The filing’s checkbox for Rule 10b5-1 plan status is not marked, and no footnote states that the transactions were executed under a pre-arranged trading plan. The reported activity reflects RSU vesting and related tax withholding on the stated date.

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

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Accepted by SEC EDGAR 07/28/2026 - 04:40 PM EDT Learn about SEC filing dates

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
Estimated average burden
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Napier Melissa C.

(Last) (First) (Middle)

C/O CONAGRA BRANDS, INC.

222 W. MERCHANDISE MART, STE. 1300

(Street)

CHICAGO ILLINOIS 60654

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	SVP, Corporate Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

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

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

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

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	07/24/2026		M		2,698(1)	A	$0	6,665	D
Common Stock	07/24/2026		F(2)		1,196	D	$14.77	5,469	D

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)	07/24/2026		M		2,698(1)		(1)	(1)	Common Stock	2,698	$0	2,698	D

Explanation of Responses:

1. The restricted stock units were granted on July 24, 2024, and vested 33.33% on each of July 24, 2025, and July 24, 2026, and will vest 33.34% on July 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.

	/s/ McLaurin Files, Attorney-in-Fact	07/28/2026
	** 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.
* Form 4: SEC 1474 (03-26)