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[Form 4] Conagra Brands, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marshall Ruth Ann, a director of Conagra Brands, reported a Form 4 disclosing deferred-compensation share accruals and dividend reinvestments. On 09/02/2025 she was deemed to acquire 1,664.89 shares of Conagra common stock at a price of $18.77 in connection with director fees deferred under the company’s Directors' Deferred Compensation Plan. Following the transaction she beneficially owned 195,522.54 shares total. The filing also reports 3,906.59 shares held indirectly in a living trust and notes that 3,407.49 shares came from dividend-equivalent reinvestment under the Plan and 58.23 shares from dividend reinvestment since the last report.

Positive

  • Director converted deferred compensation into equity, aligning interests with shareholders by acquiring 1,664.89 shares
  • Significant aggregate ownership disclosed: 195,522.54 shares beneficially owned, providing clarity on insider holdings
  • Dividend-equivalent reinvestment contributed materially (3,407.49 shares) to ownership under the Plan

Negative

  • None.

Insights

TL;DR: Routine director deferred-compensation conversion and dividend reinvestments; no sale or unexpected change reported.

The Form 4 discloses a non-sale acquisition under a directors' deferred compensation arrangement, converting deferred fees into 1,664.89 shares at $18.77. The report is consistent with standard director compensation mechanics rather than open-market purchases, and shows substantial aggregate ownership (195,522.54 shares) including indirect holdings. For investors this is a disclosure of ownership composition, not a liquidity event or executive stock sale.

TL;DR: Disclosure documents director compensation settlement and dividend reinvestment; governance implications are routine.

The filing documents deferred-fee settlement into common stock under the Issuer's Directors' Deferred Compensation Plan and reports dividend-equivalent reinvestments. The presence of indirect holdings via a living trust is properly disclosed. The filing is procedural and aligns with expected governance practices for director compensation reporting; it contains no indication of irregular governance actions or control changes.

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*
MARSHALL RUTH ANN

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 09/02/2025 A 1,664.89(1) A $18.77 195,522.54(2) D
Common Stock 3,906.59(3) I Living Trust
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
Explanation of Responses:
1. Represents the right to receive 1,664.89 shares of the Issuer's common stock in connection with the payment of the Reporting Person's director's fees, which fees have been deferred under the Issuer's Directors' Deferred Compensation Plan (the "Plan"). These shares will be distributed to the Reporting Person in accordance with her election under the Plan; deferred amounts may not be transferred from the Plan until the time specified in her election.
2. Includes 3,407.49 shares acquired since the date of the Reporting Person's last report through a dividend equivalent reinvestment feature under the Plan.
3. Includes 58.23 shares acquired through dividend reinvestment since the date of the Reporting Person's last report.
/s/ /s/ McLaurin Hill Files, Attorney-in-Fact 09/04/2025
** 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 transaction did Marshall Ruth Ann report on Form 4 for CAG?

She reported a deemed acquisition on 09/02/2025 of 1,664.89 shares related to deferred director fees at a price of $18.77.

How many Conagra (CAG) shares does the reporting person beneficially own after the transaction?

The filing states she beneficially owned 195,522.54 shares following the reported transaction.

Did the Form 4 disclose any indirect holdings for the reporting person?

Yes. The filing reports 3,906.59 shares held indirectly in a living trust.

How many shares were acquired through dividend reinvestment according to the filing?

The report notes 3,407.49 shares from dividend-equivalent reinvestment under the Plan and 58.23 shares from dividend reinvestment since the last report.

When was the Form 4 signed or filed?

The signature block shows the filing was signed by attorney-in-fact McLaurin Hill on 09/04/2025.
Conagra Brands Inc

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8.49B
475.24M
0.64%
93.54%
5.22%
Packaged Foods
Food and Kindred Products
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United States
CHICAGO