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

Rhea-AI Filing Summary

The Form 4 discloses that EVP & Chief HR Officer Charisse Brock completed several equity transactions between 17-20 Jul 2025. Key points:

• 27,915 common shares were issued at $0 on 7/17 under the FY23-25 long-term incentive plan (includes dividend equivalents).
• 24,014 new RSUs were granted on 7/17; they vest 33.33 % in 2026-27 and 33.34 % in 2028.
• Previously granted RSUs converted to stock: 4,851 shares on 7/19 and 23,125 shares on 7/20.
• Automatic tax-withholding sales (“F” code) totaled 24,103 shares at $18.97-19.07.

After all transactions, Brock’s direct holdings increased by roughly 31,788 shares, bringing total direct ownership to 163,243. Including unvested RSUs, her economic exposure now exceeds 187 k shares. All sales were non-discretionary for tax purposes; no open-market selling occurred. The activity strengthens equity alignment without materially impacting Conagra Brands’ share count.

Positive

• Net increase of ~31,788 shares boosts insider’s direct stake to 163,243 shares.
• 24,014 new RSUs granted, extending incentive alignment through FY2028.

Negative

• 24,103 shares disposed (tax withholding) at sub-$20 prices, modestly dilutive.
• All acquisitions stem from vesting/grants rather than open-market purchases, tempering signaling value.

Insights

Financial Analyst

TL;DR: Net 31.8 k-share gain, no discretionary sales; modestly positive insider signal.

The filing shows Brock’s ownership rose 24 % to 163 k shares, driven by long-term incentive payouts and new RSU awards. Dispositions were solely tax withholdings, executed below $20, implying limited concern over valuation. While acquisitions were not open-market buys, the enlarged stake and multi-year vesting schedule lock the officer into Conagra’s future performance, a mild positive for governance and investor confidence. Because the transactions represent routine compensation events, the overall market impact should be low.

Corporate Governance Expert

TL;DR: Equity grants deepen alignment; routine structure, limited immediate impact.

The 24,014-unit RSU grant follows Conagra’s standard executive plan and vests over three years, promoting retention. Combined with the FY23-25 LTIP payout, Brock’s equity exposure now covers several grant cycles, reducing short-term exit incentives. The sale codes indicate automatic tax settlement, not discretionary profit-taking, mitigating negative perception. From a governance lens the activity is neutral to slightly favorable; it demonstrates adherence to pay-for-performance design without introducing excessive dilution or unusual acceleration clauses.

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

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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^*

Brock Charisse

(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, Chief HR Officer

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		27,915(1)	A	$0	159,370	D
Common Stock	07/17/2025		F(2)		12,367	D	$18.97	147,003	D
Common Stock	07/19/2025		M		4,851(3)	A	$0	151,854	D
Common Stock	07/19/2025		F(2)		2,035	D	$19.07	149,819	D
Common Stock	07/20/2025		M		23,125(4)	A	$0	172,944	D
Common Stock	07/20/2025		F(2)		9,701	D	$19.07	163,243	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		24,014		(6)	(6)	Common Stock	24,014	$0	24,014	D
Restricted Stock Units	(3)	07/19/2025		M			4,851	(3)	(3)	Common Stock	4,851	$0	4,851	D
Restricted Stock Units	(4)	07/20/2025		M			23,125	(4)	(4)	Common Stock	23,125	$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).
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FAQ

How many Conagra Brands (CAG) shares did EVP Charisse Brock gain in July 2025?

Approximately 31,788 net shares were added, raising direct ownership to 163,243.

What price were the Conagra (CAG) shares sold for tax withholding?

Shares were withheld at $18.97–$19.07 per share.

How many new RSUs were granted to the executive?

Brock received 24,014 RSUs that vest 2026-2028.

Were any open-market purchases or discretionary sales reported?

No. All sales were automatic tax withholdings; acquisitions came from plan vesting or grants.

What is the vesting schedule for the new RSU award?

33.33 % vest on 7/17/2026 and 7/17/2027, and 33.34 % on 7/17/2028.