Conagra Brands (NYSE: CAG) director gets 1,629-share deferred stock award

Rhea-AI Filing Summary

Conagra Brands director Ruth Ann Marshall reported an equity-based award linked to her director fees. She acquired the right to receive 1,629.3 shares of common stock at a reference price of $19.18 per share under the company’s Directors’ Deferred Compensation Plan, with distribution timing based on her prior election.

After this award, she directly holds 206,228.2 shares and indirectly reports 4,027.95 shares through a living trust, which include additional amounts accumulated via dividend and dividend-equivalent reinvestment features since her last report.

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).

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^*

MARSHALL RUTH ANN

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		1,629.3(1)	A	$19.18	206,228.2(2)	D
Common Stock								4,027.95(3)	I	Living Trust

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

Explanation of Responses:

1. Represents the right to receive 1,629.3 shares of the Issuer's common stock in connection with the payment of the Reporting Person's director's fees, which fees have been deferred under the Issuer's Directors' Deferred Compensation Plan (the "Plan"). These shares will be distributed to the Reporting Person in accordance with her election under the Plan; deferred amounts may not be transferred from the Plan until the time specified in her election.

2. Includes 3,615.23 shares acquired since the date of the Reporting Person's last report through a dividend equivalent reinvestment feature under the Plan.

3. Includes 59.85 shares acquired through dividend reinvestment since the date of the Reporting Person's last report.

	/s/ McLaurin Hill Files, Attorney-in-Fact	03/04/2026
	** 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

What insider transaction did Conagra Brands (CAG) director Ruth Ann Marshall report?

Ruth Ann Marshall reported acquiring the right to receive 1,629.3 Conagra Brands common shares. The award reflects payment of her director fees deferred into the company’s Directors’ Deferred Compensation Plan, with actual share distribution scheduled according to her existing deferral election under the plan.

How many Conagra Brands (CAG) shares does Ruth Ann Marshall hold after this Form 4?

After the reported award, Ruth Ann Marshall directly holds 206,228.2 Conagra Brands common shares. She also reports 4,027.95 shares held indirectly through a living trust, combining prior holdings with shares accumulated through dividend and dividend-equivalent reinvestment features since her last filing.

What is the Directors’ Deferred Compensation Plan mentioned in the Conagra (CAG) Form 4?

The Directors’ Deferred Compensation Plan lets Conagra directors defer fees into stock-based units. Marshall’s 1,629.3-share award represents deferred fees payable in common stock, with distribution timing governed by her prior election and restrictions on transferring deferred amounts until the specified time.

Were any Conagra Brands (CAG) shares bought or sold on the open market in this Form 4?

The filing shows a grant-type acquisition of 1,629.3 share-equivalents tied to deferred director fees, not an open-market purchase or sale. Additional shares reflected since the last report were accumulated through dividend and dividend-equivalent reinvestment features, rather than discretionary trading activity.

What role does dividend reinvestment play in Ruth Ann Marshall’s Conagra (CAG) holdings?

Marshall’s holdings include 3,615.23 shares from a dividend equivalent reinvestment feature under the deferred compensation plan and 59.85 shares from dividend reinvestment. These mechanisms automatically convert dividends into additional share interests, increasing her reported ownership without separate trading decisions.