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Conagra Brands (NYSE: CAG) EVP gains stock from RSU vesting and tax withholding

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Conagra Brands EVP and Chief HR Officer Charisse Brock reported equity compensation activity involving restricted stock units (RSUs) and related tax withholdings. On July 17 and 19, 2026, RSUs from July 2023 and July 2025 grants vested and were converted into common stock, including 8,004; 4,851; and 7,882 shares at $0.00 per share.

To satisfy associated tax obligations, 3,546 and 5,527 shares of common stock were withheld by the issuer at $14.28 per share, reported as code F transactions for payment of taxes. No code P or S open‑market purchases or sales appear; the activity reflects compensation‑related RSU vesting and tax withholding.

Positive

  • None.

Negative

  • None.
Insider Brock Charisse
Role EVP, Chief HR Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F3 4,851 $0.00 $0.00
Exercise Restricted Stock Units F4 7,882 $0.00 $0.00
Exercise Common Stock F3 4,851 $0.00 $0.00
Exercise Common Stock F4 7,882 $0.00 $0.00
Tax Withholding Common Stock F2 5,527 $14.28 $79K
Exercise Restricted Stock Units F1 8,004 $0.00 $0.00
Exercise Common Stock F1 8,004 $0.00 $0.00
Tax Withholding Common Stock F2 3,546 $14.28 $51K
Holdings After Transaction: Restricted Stock Units — 16,010 shares (Direct); Common Stock — 177,959 shares (Direct)
Footnotes (4)
  1. F1. The restricted stock units ("RSUs") were granted on July 17, 2025, and vested 33.33% on July 17, 2026, and will vest 33.3% on July 17, 2027 and 33.34% on July 17, 2028. 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.
  3. F3. 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 vested 33.34% on July 19, 2026. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.
  4. F4. The restricted stock units ("RSUs") were granted on July 19, 2023 and vested 100% on July 19, 2026. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.
RSUs converted to common stock 20,737 shares Total RSUs exercised into common stock across three code M transactions
Shares withheld for taxes 9,073 shares Code F tax-withholding entries on July 17 and 19, 2026
Tax withholding price $14.28 per share Value used for 3,546 and 5,527 shares withheld for taxes
RSUs vested July 17, 2026 8,004 units RSUs from July 17, 2025 grant vesting and converting into common stock
RSUs vested July 19, 2026 (tranche) 4,851 units Portion of July 19, 2023 RSU grant vesting into common stock
RSUs vested July 19, 2026 (full grant) 7,882 units Separate July 19, 2023 RSU grant vesting 100% into common stock
Restricted Stock Units financial
"The restricted stock units ("RSUs") were granted on July 17, 2025"
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.
derivative security financial
"Transaction code M is described as an exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
tax-withholding disposition financial
"Code F is described as payment of tax liability by delivering or withholding securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
contingent right financial
"Each RSU represents the contingent right to receive one share of common stock"

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

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FAQ

What did Conagra Brands (CAG) EVP Charisse Brock report in this Form 4?

Charisse Brock reported RSU vesting and related tax withholdings. RSUs granted in July 2023 and July 2025 vested on July 17 and 19, 2026, converting into common stock, with a portion of the resulting shares withheld to cover tax obligations.

How many Conagra Brands (CAG) RSUs did Charisse Brock convert into common stock?

Across three code M transactions, Brock exercised or converted 20,737 RSUs into common stock. These comprised tranches of 8,004 units on July 17, 2026 and 4,851 and 7,882 units on July 19, 2026, all at $0.00 per share.

How many Conagra Brands (CAG) shares were withheld for taxes and at what price?

To cover tax liabilities, 3,546 and 5,527 shares of Conagra Brands common stock were withheld. Both code F transactions used a $14.28 per share value, reflecting payment of tax obligations by delivering or withholding securities rather than open‑market sales.

Were Charisse Brock’s Conagra Brands (CAG) transactions open-market sales?

No. The report shows no code P or S open‑market trades. Activity consists of RSUs vesting into common stock (code M) and shares withheld for taxes (code F), which represent compensation mechanics rather than discretionary buying or selling in the market.

Were Charisse Brock’s Conagra Brands (CAG) transactions under a Rule 10b5-1 plan?

The Form 4’s Rule 10b5‑1 checkbox is not marked, and the footnotes do not reference a trading plan. The reported RSU vesting and tax‑withholding entries therefore are not identified as being executed pursuant to a Rule 10b5‑1 trading arrangement.

What RSU grants underlie Charisse Brock’s recent Conagra Brands (CAG) vesting?

The vesting relates to July 19, 2023 RSU grants and a July 17, 2025 grant. Footnotes explain their schedules, with tranches vesting 33.33% or 33.34% annually, and one 2023 grant vesting 100% on July 19, 2026, each RSU delivering one common share at vesting.
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief HR Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/17/2026M8,004(1)A$0174,299D
Common Stock07/17/2026F(2)3,546D$14.28170,753D
Common Stock07/19/2026M4,851(3)A$0175,604D
Common Stock07/19/2026M7,882(4)A$0183,486D
Common Stock07/19/2026F(2)5,527D$14.28177,959D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)07/17/2026M8,004(1) (1) (1)Common Stock8,004$016,010D
Restricted Stock Units(3)07/19/2026M4,851(3) (3) (3)Common Stock4,851$00D
Restricted Stock Units(4)07/19/2026M7,882(4) (4) (4)Common Stock7,882$00D
Explanation of Responses:
1. The restricted stock units ("RSUs") were granted on July 17, 2025, and vested 33.33% on July 17, 2026, and will vest 33.3% on July 17, 2027 and 33.34% on July 17, 2028. 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.
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 vested 33.34% on July 19, 2026. Each RSU represented 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 19, 2023 and vested 100% on July 19, 2026. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.
/s/ McLaurin Files, Attorney-in-Fact07/21/2026
** Signature of Reporting PersonDate
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.
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* Form 4: SEC 1474 (03-26)