Conagra EVP Boosts Stake; No Open-Market Sales Reported

Rhea-AI Filing Summary

Conagra Brands (CAG) – Form 4 filing dated 07/28/2025

EVP, General Counsel & Corporate Secretary Carey Bartell reported the vesting of 5,481 restricted stock units (RSUs) that were granted 07/24/2024. Upon vesting on 07/24/2025, all RSUs converted to common shares at $0 cost. To cover tax obligations, 2,429 shares were automatically withheld by the company at an implied price of $19.30 per share (code “F”).

After the transactions Ms. Bartell directly owns 45,654 CAG shares, a net increase of 3,052 shares (≈7%) versus her pre-transaction holding. No discretionary open-market sales or purchases were reported; the only disposition was tax-withholding. No derivative positions remain outstanding beyond 10,962 unvested RSUs, which will vest in equal tranches through 07/24/2027.

Positive

• Net insider share increase: EVP Carey Bartell added 3,052 shares, lifting her direct stake to 45,654 shares.
• Alignment of interests: No discretionary sales were made; dispositions were solely for tax withholding, suggesting confidence.

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer's RSU vesting increases direct holdings; no negative signaling sales.

The filing is routine but directionally positive: Carey Bartell’s equity stake rose by ~3k shares, lifting total ownership to 45,654 shares. Transactions stem from a pre-scheduled RSU vesting; the only share disposition was for taxes, not an elective sale, limiting adverse interpretation. While the absolute dollar amount (~$88k) is immaterial to CAG’s market cap, insider ownership increases usually align management incentives with shareholders. With 10,962 RSUs still unvested, further staggered additions are expected through FY-27. Overall impact on valuation is negligible, yet the absence of discretionary selling removes a potential bearish signal.

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
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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^*

Bartell Carey

(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, GC and Corp. Secretary

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		5,481(1)	A	$0	48,083	D
Common Stock	07/24/2025		F(2)		2,429	D	$19.3	45,654	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			5,481	(1)	(1)	Common Stock	5,481	$0	10,962	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.
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FAQ

How many Conagra (CAG) shares did EVP Carey Bartell acquire?

She acquired 5,481 shares through RSU vesting, with a net increase of 3,052 shares after tax withholding.

Were any Conagra shares sold on the open market?

No. The only shares removed (2,429) were automatically withheld to pay taxes; no discretionary sales occurred.

What is Carey Bartell's current CAG share ownership?

Following the filing, she directly owns 45,654 shares plus 10,962 unvested RSUs.

At what price were shares withheld for taxes?

The withholding was recorded at an implied price of $19.30 per share.

When will the remaining RSUs vest?

Additional tranches of 33.33% and 33.34% will vest on 07/24/2026 and 07/24/2027, respectively.