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Conagra Brands (NYSE: CAG) SVP gets 14,106 RSUs; 455 shares withheld

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CONAGRA BRANDS SVP, Corporate Controller Melissa C. Napier received 14,106 restricted stock units, each representing a contingent right to one common share, vesting in roughly equal thirds on 7/22/2027, 7/22/2028, and 7/22/2029. She also acquired 1,025 common shares earned under the fiscal 2024–2026 long term incentive plan, including dividend equivalents, while 455 shares were withheld at $14.83 per share to satisfy tax obligations. After these transactions she directly holds 14,106 RSUs.

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Insider Napier Melissa C.
Role SVP, Corporate Controller
Type Security Shares Price Value
Grant/Award Restricted Stock Units F3, F4 14,106 $0.00 $0.00
Grant/Award Common Stock F1 1,025 $0.00 $0.00
Tax Withholding Common Stock F2 455 $14.83 $7K
Holdings After Transaction: Restricted Stock Units — 14,106 shares (Direct); Common Stock — 3,967 shares (Direct)
Footnotes (4)
  1. F1. The shares acquired were earned under the Conagra Brands fiscal year 2024-2026 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.
  2. F2. Shares withheld for taxes.
  3. F3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement.
  4. F4. These restricted stock units will vest 33.33% on 7/22/2027, 33.33% on 7/22/2028, and 33.34% on 7/22/2029.
Restricted stock units granted 14,106 units RSUs granted to Melissa C. Napier on 2026-07-22
Common shares acquired from incentive plan 1,025 shares Common Stock earned under fiscal 2024-2026 long term incentive plan
Shares withheld for taxes 455 shares Common Stock withheld to satisfy tax liability on 2026-07-22
Tax withholding price $14.83 per share Price applied to the 455-share tax-withholding disposition
RSUs vesting 7/22/2027 33.33% Portion of RSUs scheduled to vest on 7/22/2027
RSUs vesting 7/22/2028 33.33% Portion of RSUs scheduled to vest on 7/22/2028
RSUs vesting 7/22/2029 33.34% Portion of RSUs scheduled to vest on 7/22/2029
Restricted Stock Units financial
"These restricted stock units will vest 33.33% on 7/22/2027, 33.33% on 7/22/2028"
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.
dividend equivalents financial
"include dividend equivalents paid in additional shares of common stock on the earned amount"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
long term incentive plan financial
"earned under the Conagra Brands fiscal year 2024-2026 long term incentive plan"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"

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

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FAQ

What did Melissa C. Napier report in the latest CAG Form 4?

Melissa C. Napier reported equity awards and related tax withholding. She received 14,106 restricted stock units, acquired 1,025 common shares earned under a long term incentive plan, and had 455 shares of Conagra Brands common stock withheld to cover tax liabilities.

How many restricted stock units did CAG grant to Melissa Napier and how do they vest?

She was granted 14,106 restricted stock units. Each unit represents a right to one Conagra Brands common share and vests in three tranches: 33.33% on 7/22/2027, 33.33% on 7/22/2028, and 33.34% on 7/22/2029, subject to continued eligibility.

What is the CAG fiscal 2024-2026 long term incentive plan award mentioned in the Form 4?

The long term incentive plan award resulted in 1,025 common shares. These shares were earned under Conagra Brands’ fiscal year 2024–2026 long term incentive plan and include dividend equivalents paid as additional common shares on the earned amount, increasing the total shares delivered.

Why were 455 CAG shares disposed of in Melissa Napier’s Form 4?

The 455 Conagra Brands shares were withheld to pay taxes. A transaction coded "F" shows 455 common shares disposed of at $14.83 per share, and a footnote clarifies these shares were withheld for taxes related to the reported equity awards.

Were Melissa Napier’s CAG equity transactions made under a Rule 10b5-1 plan?

The transactions were not reported as made under a Rule 10b5-1 plan. The filing’s Rule 10b5-1 checkbox is explicitly unchecked, and no footnote describes a pre-arranged trading plan governing these awards or the related tax-withholding share disposition.
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*
Napier Melissa C.

(Last)(First)(Middle)
C/O CONAGRA BRANDS, INC.
222 W. MERCHANDISE MART, 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)
SVP, Corporate Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2026
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 Stock07/22/2026A1,025(1)A$04,422D
Common Stock07/22/2026F(2)455D$14.833,967D
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(3)07/22/2026A14,106 (4) (4)Common Stock14,106$014,106D
Explanation of Responses:
1. The shares acquired were earned under the Conagra Brands fiscal year 2024-2026 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement.
4. These restricted stock units will vest 33.33% on 7/22/2027, 33.33% on 7/22/2028, and 33.34% on 7/22/2029.
/s/ McLaurin Files, Attorney-in-Fact07/24/2026
** 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.
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.
* Form 4: SEC 1474 (03-26)