CAG Form 4: CFO’s routine RSU vesting boosts direct stake to 299,401 shares

Rhea-AI Filing Summary

Conagra Brands (CAG) – Form 4 insider filing

EVP & CFO David S. Marberger reported scheduled equity-compensation activity on 24 Jul 2025:

• 11,419 common shares acquired at $0 when restricted stock units (RSUs) vested.
• 5,059 shares withheld/sold at $19.30 (code “F”) to cover taxes.
• Post-transaction holdings: 299,401 common shares (direct) and 22,838 RSUs, with remaining tranches vesting 24 Jul 2026 (33.33 %) and 24 Jul 2027 (33.34 %).

No discretionary open-market trades occurred; the transactions stem from Conagra’s long-term incentive plan. The filing is therefore viewed as neutral, indicating ongoing alignment of the CFO’s interests with shareholders without signalling a change in insider sentiment.

Positive

• CFO retains 299,401 shares post-vesting, demonstrating continued equity alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR Routine RSU vesting; no open-market activity, neutral signal for CAG shares.

The CFO merely converted vested RSUs and sold a portion to satisfy withholding. Because the shares were obtained at no cost and the sale was tax-related, it offers limited insight into management’s view of valuation. Marberger’s net position remains significant at 299k shares, equal to roughly 0.06 % of shares outstanding, sustaining skin-in-the-game but not altering supply-demand dynamics. Overall impact on valuation or liquidity is negligible.

Corporate Governance Expert

TL;DR Standard incentive plan mechanics; governance practices appear in line with peer norms.

The staggered 3-year RSU vesting schedule aligns executive retention incentives with shareholder value creation horizons. Automatic share withholding for taxes follows best-practice guidelines and avoids insider-trading optics. No red flags emerge from this filing; it reinforces transparent disclosure of equity awards under Section 16(a).

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^*

MARBERGER DAVID S

(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 and CFO

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

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	07/24/2025		A		11,419(1)	A	$0	304,460	D
Common Stock	07/24/2025		F(2)		5,059	D	$19.3	299,401	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)	07/24/2025		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.

	/s/ McLaurin Files, Attorney-in-Fact	07/28/2025
	** 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

How many Conagra (CAG) shares did CFO David Marberger acquire on 24 Jul 2025?

He acquired 11,419 shares through RSU vesting at no cost.

Were any Conagra shares sold by the CFO in this Form 4?

Yes, 5,059 shares were automatically sold/withheld at $19.30 solely for tax withholding.

What is the CFO’s total direct share ownership after the transaction?

David Marberger now directly owns 299,401 common shares and 22,838 un-vested RSUs.

Does the filing indicate insider bullishness or bearishness?

The activity is routine compensation-related; it neither signals bullish nor bearish sentiment.

When will the remaining RSUs vest?

33.33 % will vest on 24 Jul 2026 and 33.34 % on 24 Jul 2027.