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Conagra (CAG) director Ruth Ann Marshall granted RSUs and deferred fee share rights

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

Rhea-AI Filing Summary

CONAGRA BRANDS INC. director Ruth Ann Marshall reported equity compensation awards and updated share holdings. She acquired 12,869 restricted stock units, each representing a contingent right to receive one share of common stock on June 1, 2027 or earlier upon certain events. She also acquired rights to 2,002.29 shares in connection with deferred director fees under the company’s Directors’ Deferred Compensation Plan. Following these awards, she directly holds 221,535.49 shares of common stock and indirectly holds 4,027.95 shares through a living trust.

Positive

  • None.

Negative

  • None.
Insider MARSHALL RUTH ANN
Role null
Type Security Shares Price Value
Grant/Award Common Stock 12,869 $0.00 --
Grant/Award Common Stock 2,002.29 $13.11 $26K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 219,533.2 shares (Direct, null); Common Stock — 4,027.95 shares (Indirect, Living Trust)
Footnotes (1)
  1. Each Restricted stock unit represents a contingent right to receive one share of the Issuer's common stock on June 1, 2027, or earlier upon certain events. Represents the right to receive 2,002.29 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.
Restricted stock units granted 12,869 units Contingent right to one common share per unit on June 1, 2027 or earlier
Deferred fee share rights 2,002.29 shares Director fees deferred under Directors’ Deferred Compensation Plan
Implied award price per share $13.11 per share Price per share for 2,002.29-share deferred fee award
Direct holdings after transactions 221,535.49 shares Common stock directly owned following reported awards
Indirect trust holdings 4,027.95 shares Common stock held indirectly through a living trust
Settlement date for RSUs June 1, 2027 Scheduled date each restricted stock unit converts to one share, subject to earlier events
Restricted stock unit financial
"Each Restricted stock unit represents a contingent right to receive one share of the Issuer's common stock on June 1, 2027, or earlier upon certain events."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Directors' Deferred Compensation Plan financial
"fees have been deferred under the Issuer's Directors' Deferred Compensation Plan (the "Plan")."
Living Trust financial
"direct_or_indirect: "I", nature_of_ownership: "Living Trust" for 4,027.95 shares."
deferred amounts financial
"deferred amounts may not be transferred from the Plan until the time specified in her election."
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Form 4 Insider Transactions: What Each Field Means →
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*
MARSHALL RUTH ANN
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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 Stock(1)06/01/2026A12,869A(1)219,533.2D
Common Stock06/01/2026A2,002.29A$13.11221,535.49(2)D
Common Stock4,027.95ILiving 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Each Restricted stock unit represents a contingent right to receive one share of the Issuer's common stock on June 1, 2027, or earlier upon certain events.
2. Represents the right to receive 2,002.29 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.
/s/ McLaurin Files, Attorney-in-Fact06/03/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Ruth Ann Marshall report for CONAGRA (CAG)?

Ruth Ann Marshall reported acquiring equity awards rather than buying on the open market. She received 12,869 restricted stock units and rights to 2,002.29 shares tied to deferred director fees, updating both her direct and indirect ownership positions in CONAGRA common stock.

How many CONAGRA (CAG) shares does Ruth Ann Marshall hold after this Form 4?

After these transactions, Ruth Ann Marshall directly holds 221,535.49 CONAGRA common shares and indirectly holds 4,027.95 shares through a living trust. These figures reflect her updated ownership position following the reported equity awards and deferred fee-related share rights.

What are the terms of Ruth Ann Marshall’s restricted stock units in CONAGRA (CAG)?

The filing states each restricted stock unit represents a contingent right to receive one CONAGRA common share on June 1, 2027, or earlier upon certain events. This means the 12,869 units convert into the same number of shares if vesting conditions are satisfied.

How are Ruth Ann Marshall’s CONAGRA (CAG) director fees being paid in shares?

2,002.29 CONAGRA shares are linked to payment of Marshall’s director fees deferred under the Directors’ Deferred Compensation Plan. These shares are distributed according to her election under the plan, and deferred amounts cannot be transferred until the elected distribution time.

What does indirect ownership via a living trust mean for CONAGRA (CAG) shares?

The Form 4 shows 4,027.95 CONAGRA shares held indirectly through a living trust. Indirect ownership indicates the shares are legally held by the trust, while still associated with Ruth Ann Marshall for reporting purposes under SEC beneficial ownership rules.

Did Ruth Ann Marshall buy or sell CONAGRA (CAG) shares on the market in this filing?

The transactions reported are equity awards and deferred compensation-related share rights, not open-market purchases or sales. Both report code "A" for grants or awards, and there are no Form 4 entries indicating market buys or sales of CONAGRA shares.