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

Rhea-AI Filing Summary

Form 4 filed for Blueprint Medicines (BPMC) shows Chief Medical Officer Dr. L. Becker divesting his entire equity stake on 17 Jul 2025 in conjunction with Sanofi’s takeover. A total of 51,772 common shares, 1,607 RSU/PSU shares and 115,001 stock-option shares were cancelled and converted into the merger consideration of $129.00 in cash plus one CVR per share.

The filing confirms that a Sanofi subsidiary completed its tender offer and merged with BPMC, making the company an indirect wholly owned unit of Sanofi. Pre-2025 awards were paid out immediately, while 2025 grants convert to cash-based awards that continue vesting under Sanofi. Following settlement, Dr. Becker reports 0 shares and 0 options, implying Section 16 reporting will cease. The document largely serves as legal confirmation that the acquisition closed and insider equity has been fully cashed out.

Positive

• Sanofi acquisition closed, eliminating deal-completion risk and delivering $129 per share cash to BPMC investors.
• All stock options fully vested and paid, providing immediate liquidity to insiders and validating merger terms.

Negative

• Post-merger, insiders hold no BPMC equity, removing aligned ownership going forward.
• Future upside for former shareholders is contingent on uncertain CVR milestones managed by Sanofi.

Insights

M&A Specialist

TL;DR: Filing verifies Sanofi’s $129 + CVR buyout closed; CMO exits all BPMC equity, eliminating future insider alignment but confirming liquidity for holders.

The Form 4 is procedural but significant. It evidences the final consummation of the Sanofi–Blueprint merger, converting every class of insider equity into the agreed cash-and-CVR package. Insider ownership falling to zero signals Blueprint’s transition to a private Sanofi subsidiary and the end of U.S. Section 16 obligations. For investors, the filing confirms deal completion and payout mechanics, de-risking any closing-related uncertainties. Rating: positive impact because it removes execution risk and secures premium proceeds.

Securities Analyst

TL;DR: Insider cash-out validates $129 deal; future upside tied solely to CVR milestones managed by Sanofi.

All 115k options and 53k shares were settled or rolled into cash-based awards, implying no ongoing equity float. Shareholders now rely on CVR milestone payments for additional upside; probability and timing of those payments become the primary valuation driver. The loss of public float ends BPMC’s standalone trading dynamics, shifting exposure to Sanofi credit risk and milestone achievement. Overall effect is neutral-to-positive: premium capture realized, but future optionality hinges on CVR performance.

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^*

MARBERGER DAVID S

(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 and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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	07/17/2025		A		55,830(1)	A	$0	278,478	D
Common Stock	07/17/2025		F(2)		16,826	D	$18.97	261,652	D
Common Stock	07/19/2025		M		10,105(3)	A	$0	271,757	D
Common Stock	07/19/2025		F(2)		4,477	D	$19.07	267,280	D
Common Stock	07/20/2025		M		46,251(4)	A	$0	313,531	D
Common Stock	07/20/2025		F(2)		20,490	D	$19.07	293,041	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	(5)	07/17/2025		A		50,030		(6)	(6)	Common Stock	50,030	$0	50,030	D
Restricted Stock Units	(3)	07/19/2025		M			10,105	(3)	(3)	Common Stock	10,105	$0	10,106	D
Restricted Stock Units	(4)	07/20/2025		M			46,251	(4)	(4)	Common Stock	46,251	$0	0	D

Explanation of Responses:

1. The shares acquired were earned under the Conagra Brands fiscal year 2023-2025 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.

2. Shares withheld for taxes.

3. The restricted stock units ("RSUs") were granted on July 19, 2023 and vested 33.33% on each of July 19, 2024 and July 19, 2025, and will vest 33.34% on July 19, 2026. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date.

4. The restricted stock units ("RSUs") were granted on July 20, 2022 and vested on July 20, 2025. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.

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

6. These restricted stock units will vest 33.33% on 7/17/2026, 33.33% on 7/17/2027, and 33.34% on 7/17/2028.

	/s/ McLaurin Files, Attorney-in-Fact	07/21/2025
	** 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).
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.

FAQ

When did Sanofi’s acquisition of BPMC become effective?

The merger became effective on July 17, 2025.

What consideration did BPMC shareholders receive in the deal?

Each share was exchanged for $129.00 in cash plus one contingent value right (CVR).

How many BPMC shares did Dr. L. Becker tender?

Dr. Becker tendered 51,772 common shares in total.

What happened to outstanding stock options held by the insider?

All 115,001 options became fully vested and were cancelled for cash and CVRs based on the merger terms.

Will Blueprint Medicines continue filing SEC Section 16 reports?

No. As a wholly owned Sanofi subsidiary, BPMC insiders are no longer subject to Section 16 reporting.