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

Rhea-AI Filing Summary

Conagra Brands (CAG) EVP & President, New Platforms, Noelle O’Mara filed a Form 4 for 24 Jul 2025 transactions. Three restricted-stock-unit (RSU) tranches vested, delivering 46,132 common shares to the executive. To satisfy withholding taxes, the company automatically disposed of 20,438 shares at an implied $19.30 per share. Net of tax, O’Mara’s direct ownership rose by 25,694 shares to 25,720 shares.

All acquisitions were coded “A” (award) and all disposals “F” (tax-withholding), indicating scheduled equity-compensation settlement rather than discretionary market activity. No open-market buys or sales occurred and no new derivative positions were created. Given Conagra’s large float, the size of the net increase is immaterial, so the filing is viewed as routine with limited market impact.

Positive

• Net acquisition of 25,694 shares increases insider alignment with shareholders

Negative

• No open-market purchase; shares stem solely from compensation plan
• Transaction size immaterial relative to Conagra’s total shares outstanding

Insights

Securities Analyst

TL;DR – Routine RSU vesting; minor net insider increase; neutral impact.

The filing shows automatic conversion of long-dated RSUs and related tax withholding sales. Although direct ownership grew by ~25.7k shares, this equals about 0.006% of Conagra’s ~480 million shares outstanding and involves no cash outlay by the insider. As such, the transaction neither signals bullish conviction nor raises governance concerns. For investors, it is a standard compensation event with negligible valuation effect.

Corporate Governance Specialist

TL;DR – Scheduled equity settlement; governance profile unchanged.

All codes (A, F) align with typical compensation practices: shares issued under pre-approved plans, shares withheld for statutory taxes, and no discretionary trading windows used. The executive remains compliant with Section 16 reporting requirements. There is no indication of opportunistic selling or material change in insider sentiment, so governance risk remains neutral.

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)
07/24/2025

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		34,257(1)	A	$0	34,283	D
Common Stock	07/24/2025		F(2)		15,176	D	$19.3	19,107	D
Common Stock	07/24/2025		A		4,567(3)	A	$0	23,674	D
Common Stock	07/24/2025		F(2)		2,024	D	$19.3	21,650	D
Common Stock	07/24/2025		A		7,308(3)	A	$0	28,958	D
Common Stock	07/24/2025		F(2)		3,238	D	$19.3	25,720	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			34,257	(1)	(1)	Common Stock	34,257	$0	34,257	D
Restricted Stock Units	(3)	07/24/2025		M			4,567	(3)	(3)	Common Stock	4,567	$0	9,136	D
Restricted Stock Units	(3)	07/24/2025		M			7,308	(3)	(3)	Common Stock	7,308	$0	14,617	D

Explanation of Responses:

1. The restricted stock units ("RSUs") were granted on July 24, 2024 and vested 50% on July 24, 2025 and will vest 50% on July 24, 2026. 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.

3. The restricted stock units ("RSUs") were granted on July 24, 2024 and vested 33.33% on July 24, 2025, and will vest 33.33% on July 24, 2026 and 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.

	/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 EVP Noelle O’Mara receive on 24 Jul 2025?

She received 46,132 shares through RSU vesting.

Were any shares sold by the insider in the open market?

No. 20,438 shares were automatically withheld for taxes; none were sold voluntarily.

What price was applied to the tax-withholding dispositions?

The form shows a price of $19.30 per share for the withheld shares.

What is Noelle O’Mara’s total direct ownership after the filing?

Her direct holdings stand at 25,720 common shares.

Does this Form 4 suggest a change in insider sentiment at Conagra?

Probably not; the transactions are routine compensation settlements with limited signaling value.