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

Rhea-AI Filing Summary

Conagra Brands (CAG) – Form 4 filed 07/28/2025 details insider transactions by EVP & COO Thomas M. McGough on 07/24/2025.

• RSU vesting: 11,419 restricted stock units converted to common shares at $0 cost (codes A/M).
• Tax withholding: 5,059 shares disposed at $19.30 (code F) to satisfy withholding taxes, a cash value of roughly $97.6 k.
• Net position: Direct ownership rises by about 6,360 shares to ≈230,289. Indirect holdings remain at 111,303 shares via trust and 400 shares held by spouse.
• Future equity: 22,838 RSUs continue to vest in equal tranches on 7/24/2026 and 7/24/2027, supporting executive retention.

The filing reflects routine, compensation-related activity with no discretionary open-market sale or purchase, implying a neutral-to-slightly positive signal for shareholders.

Positive

• Executive increased direct ownership by ~6,360 shares, reinforcing alignment with shareholders.
• 22,838 RSUs remain unvested, indicating continued long-term commitment.

Negative

• 5,059 shares disposed (tax withholding) slightly increased float, though non-discretionary.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; small tax sale; insider retains majority of shares – neutral impact.

The Form 4 shows McGough taking delivery of 11,419 shares from a scheduled RSU vest. About 44% of the shares (5,059) were automatically sold to cover taxes, leaving him with a net increase of roughly 6,360 shares. His total direct stake now tops 230k shares, plus sizable indirect holdings, which aligns incentives with shareholders. The absence of discretionary selling suggests no negative view on near-term prospects. Overall, the transaction is typical for executive compensation and does not materially alter the supply–demand dynamics for CAG stock.

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^*

McGough Thomas M

(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 & COO

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	235,347.67	D
Common Stock	07/24/2025		F(2)		5,059	D	$19.3	230,288.67	D
Common Stock								111,303	I	By trust
Common Stock								400	I	By 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)
				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).
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FAQ

How many Conagra (CAG) shares did EVP Thomas McGough acquire?

11,419 shares were acquired through RSU vesting on 07/24/2025.

Did the executive sell any CAG shares?

Yes, 5,059 shares were automatically sold at $19.30 to cover taxes (code F).

What is Thomas McGough’s total direct CAG shareholding after the transaction?

Approximately 230,289 shares are held directly after the reported activity.

Are additional RSUs outstanding for the executive?

Yes, 22,838 RSUs remain and are scheduled to vest 33.33 % on 7/24/2026 and 33.34 % on 7/24/2027.

Is the transaction indicative of insider confidence?

Because the sale was tax-related and net ownership rose, the filing is generally viewed as neutral to slightly positive for investor sentiment.