Conagra CFO granted 84,638 RSUs and bonus stock

Rhea-AI Filing Summary

CONAGRA BRANDS INC. EVP and CFO David S. Marberger reported multiple equity awards dated July 22, 2026. He received 84,638 restricted stock units, each representing one share of common stock, vesting 33.33% on July 22, 2027, 33.33% on July 22, 2028, and 33.34% on July 22, 2029. He also acquired 19,532 common shares earned under the fiscal 2024–2026 long term incentive plan and another 19,532 shares from a PSU Retention award, both including dividend equivalents, while 17,306 shares were withheld at $14.83 per share to satisfy tax liabilities.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider MARBERGER DAVID S

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F4, F5	84,638	$0.00	$0.00
Grant/Award	Common Stock F1	19,532	$0.00	$0.00
Grant/Award	Common Stock F2	19,532	$0.00	$0.00
Tax Withholding	Common Stock F3	17,306	$14.83	$257K

Holdings After Transaction: Restricted Stock Units — 84,638 contracts (Direct); Common Stock — 352,962 shares (Direct)

Footnotes (5)

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.
4. F4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement.
5. F5. These restricted stock units will vest 33.33% on 7/22/2027, 33.33% on 7/22/2028, and 33.34% on 7/22/2029.

Key Figures

Restricted stock units granted: 84,638 units Long term incentive shares vested: 19,532 shares PSU Retention award shares vested: 19,532 shares +2 more

5 metrics

Restricted stock units granted 84,638 units RSU grant to EVP and CFO David S. Marberger dated July 22, 2026

Long term incentive shares vested 19,532 shares Shares earned under fiscal 2024–2026 long term incentive plan, including dividend equivalents

PSU Retention award shares vested 19,532 shares Shares from PSU Retention award granted on July 19, 2023, including dividend equivalents

Shares withheld for taxes 17,306 shares Common stock withheld to satisfy tax liabilities related to vesting

Tax withholding price $14.83 per share Per-share value used for 17,306 shares withheld for taxes

Key Terms

Restricted Stock Units, long term incentive plan, PSU Retention award, dividend equivalents

4 terms

Restricted Stock Units financial

"The security title reported is Restricted Stock Units granted to the executive."

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.

long term incentive plan financial

"Shares acquired were 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.

PSU Retention award financial

"Represents shares acquired upon vesting and settlement of a PSU Retention award granted on July 19, 2023."

dividend equivalents financial

"Awards include dividend equivalents paid in additional shares of common stock on the earned amount."

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.

FAQ

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

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

David S. Marberger reported 84,638 restricted stock units plus two grants of 19,532 common shares each. One share grant came from the fiscal 2024–2026 long term incentive plan and the other from a PSU Retention award, both including dividend equivalents.

How many restricted stock units did Conagra Brands (CAG) grant to CFO David S. Marberger?

He was granted 84,638 restricted stock units on July 22, 2026. Each unit represents a contingent right to receive one share of Conagra common stock upon settlement, subject to the vesting schedule disclosed in the award terms.

What is the vesting schedule for David S. Marberger’s new RSUs at Conagra Brands (CAG)?

The 84,638 restricted stock units vest 33.33% on July 22, 2027, 33.33% on July 22, 2028, and 33.34% on July 22, 2029. Each vested unit converts into one share of Conagra Brands common stock upon settlement.

Why were 17,306 shares of Conagra Brands (CAG) common stock disposed of in this filing?

The 17,306 shares reported as a disposition were withheld for taxes at $14.83 per share. This code F transaction reflects payment of tax liabilities related to stock vesting, rather than an open-market sale by the executive.

Were David S. Marberger’s reported Conagra Brands (CAG) transactions made under a Rule 10b5-1 trading plan?

The Form 4 indicates the transactions were not made pursuant to a Rule 10b5-1 trading plan. The document-level checkbox for Rule 10b5-1 status was explicitly left unchecked in the filing data.

What share awards from incentive programs did Conagra Brands (CAG) grant to its CFO?

Conagra’s CFO acquired 19,532 shares earned under the fiscal 2024–2026 long term incentive plan and 19,532 shares from a PSU Retention award. Both awards included additional shares credited as dividend equivalents on the earned amounts.

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

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Accepted by SEC EDGAR 07/24/2026 - 02:52 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)
07/22/2026

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		19,532(1)	A	$0	350,736	D
Common Stock	07/22/2026		A		19,532(2)	A	$0	370,268	D
Common Stock	07/22/2026		F(3)		17,306	D	$14.83	352,962	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	(4)	07/22/2026		A		84,638		(5)	(5)	Common Stock	84,638	$0	84,638	D

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.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement.

5. These restricted stock units will vest 33.33% on 7/22/2027, 33.33% on 7/22/2028, and 33.34% on 7/22/2029.

	/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)