Conagra CFO exercises RSUs, withholds shares for tax

Conagra Brands EVP and CFO David S. Marberger exercised 11,419 restricted stock units on July 24, 2026, converting them into an equal number of shares of common stock under a July 24, 2024 grant that vests in three annual tranches.

Rhea-AI Filing Summary

Conagra Brands EVP and CFO David S. Marberger exercised 11,419 restricted stock units on July 24, 2026, converting them into an equal number of shares of common stock under a July 24, 2024 grant that vests in three annual tranches. A separate transaction withheld 5,059 shares of common stock at $14.77 per share to satisfy tax obligations.

Insider Trade Summary

11,419 shares exercised/converted

Exercise 3 txns

Insider MARBERGER DAVID S

Role EVP and CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1	11,419	$0.00	$0.00
Exercise	Common Stock F1	11,419	$0.00	$0.00
Tax Withholding	Common Stock F2	5,059	$14.77	$75K

Holdings After Transaction: Restricted Stock Units — 11,419 contracts (Direct); Common Stock — 359,322 shares (Direct)

Footnotes (2)

1. F1. The restricted stock units were granted on July 24, 2024, and vested 33.33% on each of July 24, 2025, and July 24, 2026, and will vest 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.
2. F2. Shares withheld for taxes.

Key Figures

RSUs exercised: 11,419 units Common shares received: 11,419 shares Shares withheld for taxes: 5,059 shares +4 more

7 metrics

RSUs exercised 11,419 units Restricted stock units converted into common stock on July 24, 2026

Common shares received 11,419 shares Shares of common stock issued upon RSU conversion on July 24, 2026

Shares withheld for taxes 5,059 shares Common stock withheld to satisfy tax liability at vesting

Tax withholding price $14.7700 per share Price used for shares withheld for taxes in code F transaction

RSU vesting tranche 1 33.33% Vests on July 24, 2025 from July 24, 2024 RSU grant

RSU vesting tranche 2 33.33% Vests on July 24, 2026 from July 24, 2024 RSU grant

RSU vesting tranche 3 33.34% Vests on July 24, 2027 from July 24, 2024 RSU grant

Key Terms

Restricted Stock Units, vesting date, payment of tax liability by delivering or withholding securities, contingent right to receive one share

4 terms

Restricted Stock Units financial

"The restricted stock units were granted on July 24, 2024, and vested 33.33%"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vesting date financial

"Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date"

payment of tax liability by delivering or withholding securities financial

"Payment of tax liability by delivering or withholding securities"

contingent right to receive one share financial

"Each RSU represents the contingent right to receive one share of the Issuer's common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Conagra Brands (CAG) CFO David S. Marberger report in this Form 4?

David S. Marberger reported exercising 11,419 restricted stock units into common stock and a related withholding of 5,059 shares at $14.77 per share to cover taxes, reflecting vesting of part of a 2024 restricted stock unit award.

How many Conagra (CAG) restricted stock units did the CFO convert to common stock?

The CFO converted 11,419 restricted stock units into an equal number of shares of Conagra common stock on July 24, 2026, as part of a restricted stock unit award originally granted on July 24, 2024 with scheduled annual vesting tranches.

How many Conagra (CAG) shares were withheld for taxes in the CFO’s transaction?

A total of 5,059 shares of Conagra common stock were withheld at $14.77 per share to satisfy tax obligations. The Form 4 labels this as a payment of tax liability by delivering or withholding securities rather than an open-market sale.

What is the vesting schedule of the Conagra (CAG) RSUs reported by the CFO?

The restricted stock units were granted on July 24, 2024 and vest 33.33% on July 24, 2025, 33.33% on July 24, 2026, and 33.34% on July 24, 2027. Each RSU delivers one share of common stock on its vesting date.

Was the Conagra (CAG) CFO’s tax-related share disposition an open-market sale?

No. The disposition of 5,059 shares at $14.77 per share is coded as a tax-withholding transaction, and the related footnote states simply “Shares withheld for taxes.” It reflects shares retained by the issuer to cover tax liability, not a public-market sale.

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

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Accepted by SEC EDGAR 07/28/2026 - 04:37 PM EDT Learn about SEC filing dates

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^*

MARBERGER DAVID S

(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 and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

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	07/24/2026		M		11,419(1)	A	$0	364,381	D
Common Stock	07/24/2026		F(2)		5,059	D	$14.77	359,322	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)	07/24/2026		M			11,419(1)	(1)	(1)	Common Stock	11,419	$0	11,419	D

Explanation of Responses:

1. The restricted stock units were granted on July 24, 2024, and vested 33.33% on each of July 24, 2025, and July 24, 2026, and will vest 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.

2. Shares withheld for taxes.

	/s/ McLaurin Files, Attorney-in-Fact	07/28/2026
	** 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)