Conagra Brands Form 4: Connolly Nets Extra Equity, No Market Sales

Rhea-AI Filing Summary

Conagra Brands (CAG) – Form 4, 28 Jul 2025. President & CEO Sean Connolly reported routine equity-compensation activity on 24 Jul 2025.

• Acquisition: 42,935 common shares issued on vesting of restricted stock units (RSUs); recorded at $0 cost (Code A).
• Withholding for taxes: 18,012 shares automatically surrendered to the company (Code F) at an implied price of $19.30.
• Net increase: Connolly’s direct holdings rise by 24,923 shares, bringing his direct ownership to ≈1.53 million shares.
• Derivatives: 85,872 RSUs remain outstanding after the partial vest, scheduled to vest 33.33 % on 24 Jul 2026 and 33.34 % on 24 Jul 2027.

No open-market purchases or sales occurred; transactions reflect normal executive compensation and tax withholding. Material impact to float and insider sentiment is neutral.

Positive

• CEO increases direct ownership by ~24,923 shares, modestly improving management–shareholder alignment

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU vesting; CEO keeps ~25k new shares, no open-market action—neutral signal.

The filing shows standard annual RSU vesting for Conagra’s chief executive. Because the shares were issued at no cost and tax obligations were met via share surrender, there is no cash transaction or sale pressure. Connolly’s overall stake climbs 2 %, reinforcing alignment with shareholders, but the adjustment is immaterial to float or control. Investors should view the event as procedural rather than directional.

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^*

Connolly Sean

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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	07/24/2025		A		42,935(1)	A	$0	1,543,971.84	D
Common Stock	07/24/2025		F(2)		18,012	D	$19.3	1,525,959.84	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	(1)	07/24/2025		M			42,935	(1)	(1)	Common Stock	42,935	$0	85,872	D

Explanation of Responses:

1. The restricted stock units were granted on July 24, 2024 and vested 33.33% on 7/24/2025 and will vest 33.33% on 7/24/2026, and 33.34% on 7/24/2027. 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.

	/s/ McLaurin Files, Attorney-in-Fact	07/28/2025
	** 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

How many Conagra (CAG) shares did CEO Sean Connolly acquire?

He received 42,935 shares through RSU vesting on 24 Jul 2025.

Were any shares sold by the CEO in this Form 4?

No open-market sales occurred; 18,012 shares were withheld by the company to cover taxes.

What is Connolly's total direct ownership after the transaction?

Approximately 1.53 million common shares.

How many RSUs remain unvested for the CEO?

85,872 restricted stock units remain, vesting in 2026 and 2027.

Is this insider transaction considered bullish for CAG?

The filing is routine compensation-related and viewed as neutral to sentiment.