STOCK TITAN

Conagra Brands (NYSE: CAG) COO receives stock as RSUs vest, with shares withheld for tax

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Conagra Brands executive Thomas M. McGough, EVP & COO, reported the vesting and conversion of 11,419 restricted stock units into an equal number of common shares on July 24, 2026. To satisfy tax withholding, 3,346 shares of common stock were withheld at $14.77 per share. He also reports indirect holdings of 111,303 shares held by a trust and 400 shares held by his wife.

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Insider McGough Thomas M
Role EVP & COO
Type Security Shares Price Value
Exercise Restricted Stock Units F1 11,419 $0.00 $0.00
Exercise Common Stock F1 11,419 $0.00 $0.00
Tax Withholding Common Stock F2 3,346 $14.77 $49K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 11,419 shares (Direct); Common Stock — 271,966.67 shares (Direct); Common Stock — 111,303 shares (Indirect, By trust); Common Stock — 400 shares (Indirect, By wife)
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.
RSUs converted to common stock 11,419 shares Restricted stock units vesting into common stock on July 24, 2026
Shares withheld for taxes 3,346 shares Common shares withheld to satisfy tax liability on July 24, 2026
Tax withholding share price $14.7700 per share Per-share value used for the tax-withholding transaction coded F
Indirect holding by trust 111,303 shares Common stock reported as indirectly owned "By trust" after transactions
Indirect holding by spouse 400 shares Common stock reported as indirectly owned "By wife" after transactions
Restricted Stock Units financial
"The restricted stock units were granted on July 24, 2024, and vested 33.33%..."
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.
contingent right financial
"Each RSU represents the contingent right to receive one share of the Issuer's common stock..."
tax liability financial
"Payment of tax liability by delivering or withholding securities"

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

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FAQ

What insider stock transactions did Thomas M. McGough report for CAG?

Thomas M. McGough reported the vesting and conversion of 11,419 restricted stock units into common stock. On the same date, 3,346 shares of common stock were withheld to cover tax liabilities associated with this equity award vesting event.

How many Conagra Brands (CAG) shares were withheld for taxes in McGough’s Form 4?

The Form 4 shows that 3,346 shares of Conagra Brands common stock were withheld for taxes at $14.7700 per share. This disposition was coded as a tax-liability transaction, not an open-market sale of shares.

What does the RSU vesting mean in Thomas McGough’s CAG filing?

Previously granted restricted stock units vested so that 11,419 RSUs became an equal number of Conagra Brands common shares. Each RSU represents the contingent right to receive one share of common stock when the specified vesting date is reached.

What indirect Conagra Brands (CAG) holdings does McGough report?

Thomas M. McGough reports indirect ownership of 111,303 shares of Conagra Brands common stock held by a trust and an additional 400 shares held by his wife. These positions are reported as indirect rather than directly held shares.

Was Thomas McGough’s CAG Form 4 filed under a Rule 10b5-1 plan?

The Rule 10b5-1 checkbox in the Form 4 is not marked as affirmative, and the notes do not reference a trading plan. The reported equity transactions instead reflect RSU vesting and related tax withholding mechanics.
SEC Form 4
FORM 4UNITED 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*
McGough Thomas M

(Last)(First)(Middle)
C/O CONAGRA BRANDS, INC.
222 W. MERCHANDISE MART PLAZA, 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/24/2026M11,419(1)A$0275,312.67D
Common Stock07/24/2026F(2)3,346D$14.77271,966.67D
Common Stock111,303IBy trust
Common Stock400IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)07/24/2026M11,419(1) (1) (1)Common Stock11,419$011,419D
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-Fact07/28/2026
** Signature of Reporting PersonDate
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)