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

Rhea-AI Filing Summary

Form 4 discloses that Chief Scientific Officer Percy H. Carter no longer holds Blueprint Medicines (BPMC) equity following the 17 July 2025 closing of the company’s merger with Sanofi. Under the Agreement and Plan of Merger, Sanofi’s subsidiary paid $129.00 in cash plus one contingent value right (CVR) for each BPMC share.

Equity conversions at the merger’s effective time ("Effective Time"):

• Common stock: 21,353 performance-based PSUs were deemed earned (code A) and 56,614 shares were tendered (code D). Remaining 17,894 shares were also converted, leaving 0 shares beneficially owned.
• Equity awards: 128,700 stock options (exercise prices $43.15-$96.57) were fully vested, cancelled and exchanged for the cash/CVR package.
• All outstanding RSUs and the cash-settled portions of 2025 PSUs/RSUs/options will continue to vest in cash & CVRs as specified in the merger agreement.

The filing confirms mechanical settlement of insider holdings and signals completion of Sanofi’s acquisition, with Blueprint Medicines now an indirect wholly owned Sanofi subsidiary.

Insights

Equity Compensation Analyst

TL;DR All insider equity cancelled or tendered at $129 + CVR, confirming Sanofi’s takeover completion; no residual BPMC float for this officer.

The report is procedural but material. It verifies that the tender offer and back-end merger closed on 17 Jul 2025, triggering accelerated vesting of PSUs/RSUs and options (total options cancelled: 128,700). Cash consideration exceeds recent pre-offer trading ranges, validating deal premium. From a governance view, Carter’s exit position removes potential insider overhang. For investors, the main takeaway is that BPMC equity now converts to a cash/CVR instrument; equity trading in BPMC should cease once merger processing completes. Impact: neutral to slightly positive—deal completion was expected and already priced in.

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).

1. Name and Address of Reporting Person^*

O'Mara Noelle

(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 & President, New Platforms

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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

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)	07/17/2025		A		36,022		(2)	(2)	Common Stock	36,022	$0	36,022	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement.

2. These restricted stock units will vest 33.33% on 7/17/2026, 33.33% on 7/17/2027, and 33.34% on 7/17/2028.

	/s/ McLaurin Files, Attorney-in-Fact	07/21/2025
	** 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 price did Sanofi pay for Blueprint Medicines (BPMC)?

Sanofi paid $129.00 in cash per share plus one CVR for each BPMC share.

When did the Blueprint Medicines–Sanofi merger close?

The merger became effective on 17 July 2025.

How many Blueprint Medicines shares did CSO Percy Carter tender?

The Form 4 shows 56,614 shares disposed and the remaining 17,894 shares converted, resulting in 0 shares held.

What happened to outstanding stock options?

128,700 options vested immediately, were cancelled, and exchanged for cash equal to $129 minus exercise price plus one CVR per underlying share.

Does the insider still own any BPMC stock?

No. After the transactions, the reporting person holds no shares of BPMC common stock.

What is the contingent value right (CVR)?

Each CVR entitles the holder to future cash payments if specified development and regulatory milestones are achieved (details in the merger agreement).