Conagra Brands (NYSE: CAG) awards stock to HR chief; 6,404 shares withheld

Rhea-AI Filing Summary

CONAGRA BRANDS INC. executive Charisse Brock, EVP and Chief HR Officer, received equity compensation in common stock on 2026-07-22. She acquired 9,375 shares earned under the fiscal year 2024-2026 long term incentive plan, including dividend equivalents, and 5,078 shares from vesting of a PSU Retention award that also included dividend equivalents. To cover related tax obligations, 6,404 shares were withheld at $14.8300 per share.

Insider Trade Summary

Net Buyer: 8,049 shares

Net Buy 3 txns

Insider Brock Charisse

Role EVP, Chief HR Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	9,375	$0.00	$0.00
Grant/Award	Common Stock F2	5,078	$0.00	$0.00
Tax Withholding	Common Stock F3	6,404	$14.83	$95K

Holdings After Transaction: Common Stock — 186,008 shares (Direct)

Footnotes (3)

1. F1. The shares acquired were earned under the Conagra Brands fiscal year 2024-2026 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.
2. F2. Represents shares acquired upon vesting and settlement of a PSU Retention award granted on July 19, 2023, and includes dividend equivalents paid in additional shares of common stock on the earned amount.
3. F3. Shares withheld for taxes.

Key Figures

Long term incentive plan shares: 9,375 shares PSU Retention award shares: 5,078 shares Shares withheld for taxes: 6,404 shares +1 more

4 metrics

Long term incentive plan shares 9,375 shares Common stock earned under fiscal year 2024-2026 long term incentive plan

PSU Retention award shares 5,078 shares Common stock acquired upon vesting and settlement of PSU Retention award granted July 19, 2023

Shares withheld for taxes 6,404 shares Common stock withheld on 2026-07-22 to satisfy tax obligations

Tax withholding price $14.8300 per share Per-share price used for tax withholding on 6,404 shares

Key Terms

long term incentive plan, dividend equivalents, PSU Retention award, vesting and settlement

4 terms

long term incentive plan financial

"earned under the Conagra Brands fiscal year 2024-2026 long term incentive plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

dividend equivalents financial

"include dividend equivalents paid in additional shares of common stock"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

PSU Retention award financial

"vesting and settlement of a PSU Retention award granted on July 19, 2023"

vesting and settlement financial

"Represents shares acquired upon vesting and settlement of a PSU Retention award"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/24/2026 - 02:51 PM Accepted by SEC EDGAR 07/24/2026 - 02:51 PM Learn about SEC filing dates

FAQ

What stock awards did Charisse Brock of CAG receive on July 22, 2026?

On 22 July 2026, Charisse Brock received two equity awards: 9,375 shares of common stock earned under Conagra’s fiscal 2024-2026 long term incentive plan and 5,078 shares from the vesting and settlement of a PSU Retention award, both including dividend equivalents.

How many CAG shares were withheld for Charisse Brock’s taxes?

To satisfy tax obligations arising from these equity awards, 6,404 shares of Conagra common stock were withheld on 22 July 2026 at $14.8300 per share, as reported for EVP and Chief HR Officer Charisse Brock in the Form 4 for CAG.

What is the nature of the 9,375-share award to CAG’s Charisse Brock?

The 9,375-share award represents common stock earned under Conagra Brands’ fiscal year 2024-2026 long term incentive plan and includes additional shares credited as dividend equivalents on the earned amount, reflecting the cumulative performance over that incentive period for Charisse Brock.

What is the PSU Retention award mentioned for CAG’s Charisse Brock?

The PSU Retention award produced 5,078 shares of common stock for Charisse Brock upon vesting and settlement. It was originally granted on July 19, 2023 and also includes dividend equivalents paid in additional Conagra shares on the earned amount, as reported for CAG.

Was a Rule 10b5-1 trading plan involved in Charisse Brock’s CAG transactions?

The Form 4 for CAG indicates these transactions were not executed under a Rule 10b5-1 trading plan. The document’s 10b5-1 checkbox is unchecked, suggesting discretionary timing rather than trades pre-scheduled under an established trading arrangement for Charisse Brock as reporting executive.

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).

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^*

Brock Charisse

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief HR Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2026		A		9,375(1)	A	$0	187,334	D
Common Stock	07/22/2026		A		5,078(2)	A	$0	192,412	D
Common Stock	07/22/2026		F(3)		6,404	D	$14.83	186,008	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

Explanation of Responses:

1. The shares acquired were earned under the Conagra Brands fiscal year 2024-2026 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.

2. Represents shares acquired upon vesting and settlement of a PSU Retention award granted on July 19, 2023, and includes dividend equivalents paid in additional shares of common stock on the earned amount.

3. Shares withheld for taxes.

	/s/ McLaurin Files, Attorney-in-Fact	07/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)