Conagra Brands (NYSE: CAG) EVP converts 46,133 RSUs, 20,438 shares withheld for taxes

Q: What insider transaction did Conagra Brands (CAG) executive Noelle O’Mara report on July 24, 2026?

Noelle O’Mara reported converting 46,133 restricted stock units into an equivalent number of Conagra Brands common shares. These RSUs were granted on July 24, 2024 and vested in scheduled tranches in 2025 and 2026, with additional vesting to occur in 2027 for one grant.

Q: How many Conagra Brands (CAG) shares were withheld for taxes in this Form 4 filing?

The filing shows 20,438 common shares withheld for taxes in a transaction coded F. The shares were valued at $14.77 per share for this tax-withholding disposition, which is reported as payment of tax liability by delivering or withholding securities.

Q: What are the vesting terms of Noelle O’Mara’s July 24, 2024 RSU grants at Conagra Brands (CAG)?

One RSU grant vested 50% on July 24, 2025 and 50% on July 24, 2026 . A second grant vested 33.33% on July 24, 2025 and 33.33% on July 24, 2026 , with the remaining 33.34% scheduled to vest on July 24, 2027.

Q: What does transaction code F indicate in this Conagra Brands (CAG) Form 4?

Transaction code F indicates payment of tax liability by delivering or withholding securities . In this case, 20,438 Conagra Brands common shares were withheld to cover taxes, rather than being reported as an open-market purchase or sale of stock.

Q: Were the Conagra Brands (CAG) transactions reported under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox was not marked as an affirmed trading plan , and no footnote describes a pre-arranged 10b5-1 plan. The reported RSU conversions and tax withholding are disclosed without reference to a trading plan in the filing.

Q: What does each restricted stock unit (RSU) represent in Conagra Brands (CAG) equity awards?

Each Conagra Brands RSU represents a contingent right to receive one share of common stock on the vesting date. As the RSUs vest on specified dates, they convert into common shares, which are then subject to any required tax-withholding transactions.

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Form Type

Rhea-AI Filing Summary

CONAGRA BRANDS INC. executive Noelle O’Mara, EVP & President, R & F, reported the settlement of vested restricted stock units into common stock and related tax withholding on July 24, 2026.

She converted 46,133 restricted stock units granted on July 24, 2024 into an equivalent number of common shares as scheduled vesting tranches. One grant vested 50% on July 24, 2025 and 50% on July 24, 2026; a second grant vested 33.33% on July 24, 2025 and 33.33% on July 24, 2026 and will vest 33.34% on July 24, 2027. In a separate transaction coded F, 20,438 common shares were withheld for taxes at $14.77 per share.

Insider Trade Summary

Net Buyer: 25,695 shares

Net Buy 7 txns

Insider O'Mara Noelle

Role EVP & President, R & F

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units ^F1	34,257	$0.00	$0.00
Exercise	Restricted Stock Units ^F2	4,568	$0.00	$0.00
Exercise	Restricted Stock Units ^F2	7,308	$0.00	$0.00
Exercise	Common Stock ^F1	34,257	$0.00	$0.00
Exercise	Common Stock ^F2	4,568	$0.00	$0.00
Exercise	Common Stock ^F2	7,308	$0.00	$0.00
Tax Withholding	Common Stock ^F3	20,438	$14.77	$302K

Holdings After Transaction: Restricted Stock Units — 11,877 shares (Direct); Common Stock — 58,102 shares (Direct)

Footnotes (3)

F1. The restricted stock units ("RSUs") were granted on July 24, 2024, and vested 50% on each of July 24, 2025, and July 24, 2026. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date.
F2. 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.
F3. Shares withheld for taxes.

Key Figures

RSUs converted to common stock: 46,133 shares Shares withheld for taxes: 20,438 shares Tax withholding price: $14.77 per share +3 more

6 metrics

RSUs converted to common stock 46,133 shares Total restricted stock units converted to common shares on July 24, 2026

Shares withheld for taxes 20,438 shares Tax-withholding disposition (code F) on July 24, 2026

Tax withholding price $14.77 per share Per-share value for 20,438-share tax-withholding transaction

RSU vesting tranche 50% on July 24, 2025 and 50% on July 24, 2026 Vesting schedule for one RSU grant dated July 24, 2024

RSU vesting schedule 33.33% on July 24, 2025 and 2026; 33.34% on July 24, 2027 Vesting schedule for second RSU grant dated July 24, 2024

Derivative exercise transactions 3 transactions Number of RSU conversion (code M) derivative transactions reported

Key Terms

Restricted Stock Units, contingent right, vesting date, Shares withheld for taxes

4 terms

Restricted Stock Units financial

"The restricted stock units ("RSUs") were granted on July 24, 2024"

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.

contingent right financial

"Each RSU represents the contingent right to receive one share"

vesting date financial

"one share of the Issuer's common stock on the vesting date"

Shares withheld for taxes financial

"Shares withheld for taxes."

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 07/28/2026 - 04:49 PM Accepted by SEC EDGAR 07/28/2026 - 04:48 PM

FAQ

What insider transaction did Conagra Brands (CAG) executive Noelle O’Mara report on July 24, 2026?

Noelle O’Mara reported converting 46,133 restricted stock units into an equivalent number of Conagra Brands common shares. These RSUs were granted on July 24, 2024 and vested in scheduled tranches in 2025 and 2026, with additional vesting to occur in 2027 for one grant.

How many Conagra Brands (CAG) shares were withheld for taxes in this Form 4 filing?

The filing shows 20,438 common shares withheld for taxes in a transaction coded F. The shares were valued at $14.77 per share for this tax-withholding disposition, which is reported as payment of tax liability by delivering or withholding securities.

What are the vesting terms of Noelle O’Mara’s July 24, 2024 RSU grants at Conagra Brands (CAG)?

One RSU grant vested 50% on July 24, 2025 and 50% on July 24, 2026. A second grant vested 33.33% on July 24, 2025 and 33.33% on July 24, 2026, with the remaining 33.34% scheduled to vest on July 24, 2027.

What does transaction code F indicate in this Conagra Brands (CAG) Form 4?

Transaction code F indicates payment of tax liability by delivering or withholding securities. In this case, 20,438 Conagra Brands common shares were withheld to cover taxes, rather than being reported as an open-market purchase or sale of stock.

Were the Conagra Brands (CAG) transactions reported under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox was not marked as an affirmed trading plan, and no footnote describes a pre-arranged 10b5-1 plan. The reported RSU conversions and tax withholding are disclosed without reference to a trading plan in the filing.

What does each restricted stock unit (RSU) represent in Conagra Brands (CAG) equity awards?

Each Conagra Brands RSU represents a contingent right to receive one share of common stock on the vesting date. As the RSUs vest on specified dates, they convert into common shares, which are then subject to any required tax-withholding transactions.

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^*

O'Mara Noelle

(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 & President, R & F

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/24/2026		M		34,257⁽¹⁾	A	$0	66,664	D
Common Stock	07/24/2026		M		4,568⁽²⁾	A	$0	71,232	D
Common Stock	07/24/2026		M		7,308⁽²⁾	A	$0	78,540	D
Common Stock	07/24/2026		F⁽³⁾		20,438	D	$14.77	58,102	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	07/24/2026		M			34,257⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	34,257	$0	0	D
Restricted Stock Units	⁽²⁾	07/24/2026		M			4,568⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	4,568	$0	4,568	D
Restricted Stock Units	⁽²⁾	07/24/2026		M			7,308⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	7,308	$0	7,309	D

Explanation of Responses:

1. The restricted stock units ("RSUs") were granted on July 24, 2024, and vested 50% on each of July 24, 2025, and July 24, 2026. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date.

2. 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.

3. 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)

Source: View Original Filing on SEC EDGAR