CONAGRA BRANDS INC. SEC Filings

CONAGRA BRANDS INC. EVP and CFO David S. Marberger reported vesting and settlement of 57,098 restricted stock units into common shares on July 17 and July 19, 2026, from prior RSU grants. To satisfy tax obligations, 25,295 shares were withheld at $14.28 per share.

CONAGRA BRANDS INC. executive Alexandre Eboli, EVP, Chief SC & Transformation, reported vesting events that converted a total of 18,475 Restricted Stock Units into common stock on July 17 and July 19, 2026. In connection with these RSU vestings, 8,186 shares of common stock were withheld at $14.28 per share to satisfy tax liabilities.

Conagra Brands EVP and Chief HR Officer Charisse Brock reported equity compensation activity involving restricted stock units (RSUs) and related tax withholdings. On July 17 and 19, 2026, RSUs from July 2023 and July 2025 grants vested and were converted into common stock, including 8,004; 4,851; and 7,882 shares at $0.00 per share.

To satisfy associated tax obligations, 3,546 and 5,527 shares of common stock were withheld by the issuer at $14.28 per share, reported as code F transactions for payment of taxes. No code P or S open‑market purchases or sales appear; the activity reflects compensation‑related RSU vesting and tax withholding.

CONAGRA BRANDS INC. executive Carey Bartell, EVP, GC and Corporate Secretary, reported the vesting and conversion of restricted stock units into common stock in July 2026. On July 17 and July 19, a total of 13,644 RSUs converted into an equal number of common shares at no cost, and 6,045 of those shares were withheld for taxes at $14.28 per share rather than sold in the market.

Conagra Brands President and CEO John P. Brase purchased 35,000 shares of common stock on July 17, 2026 in open-market or private transactions at a weighted average price of $14.5895 per share, across trades between $14.575 and $14.59. After this purchase, he directly owns 35,000 shares.

Conagra Brands, Inc. plans a primary offering of senior unsecured notes under its shelf registration. The notes will bear a fixed rate with an interest rate adjustment feature tied to ratings from Moody’s, S&P and Fitch, and can be optionally redeemed by Conagra, including at par after a defined par call date.

Holders receive a 101% change-of-control repurchase right plus accrued interest if a Change of Control Triggering Event occurs. The notes rank equally with Conagra’s other senior unsecured debt and effectively junior to secured debt and all liabilities of subsidiaries.

Conagra expects to use net proceeds, together with cash on hand, to repay at maturity its $500 million 5.300% Senior Notes due October 1, 2026 and $262.5 million 7.125% Senior Notes due October 1, 2026, and for general corporate purposes, including temporary reduction of commercial paper borrowings.

Conagra Brands, Inc., a major North American branded food company headquartered in Chicago, reports on its fiscal year ended May 31, 2026. The portfolio spans Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice, with well-known brands such as Birds Eye, Duncan Hines, Healthy Choice, and Slim Jim.

The company had an aggregate market value of voting common stock held by non‑affiliates of approximately $8,500,625,571 as of November 21, 2025 and 478,565,642 common shares outstanding at June 28, 2026. As of May 31, 2026, Conagra carried total debt of about $7.27 billion, including $7.02 billion in senior unsecured notes, with $762.5 million maturing in October 2026, and goodwill and other intangibles of $8.12 billion and $1.83 billion, respectively. Remaining share repurchase authorization was $837.6 million.

The company employed approximately 17,400 people, about 48% covered by collective bargaining agreements, and reported an OSHA incident rate of 1.24 per 100 full‑time workers in 2026, improving for three consecutive years and remaining below the food manufacturing industry average. Conagra highlights concentrated customer exposure (Walmart represented 29% of 2026 net sales), commodity and supply‑chain volatility, regulatory and product‑liability exposure, significant leverage, climate and ESG‑related requirements, and cybersecurity and AI‑driven risks as key factors that could materially affect future performance.

Conagra Brands reported Q4 FY26 net sales of $2.9 billion, up 3.6%, with organic net sales flat as 1.6% price/mix growth offset a 1.6% volume decline. Gross margin contracted to 24.4%, and higher SG&A plus $2.0 billion of non-cash goodwill and brand impairment charges drove a net loss of $1.6 billion, or $3.37 per diluted share. Adjusted net income was $228 million, or $0.47 per share, and adjusted EBITDA was $484 million.

For fiscal 2026, net sales declined 2.9% to $11.3 billion and gross margin decreased to 23.9%. The company recorded a net loss of $1.9 billion, or $4.00 per share, compared with earnings of $2.40 a year earlier, while adjusted EPS fell to $1.72 from $2.30 and adjusted EBITDA declined to $1.84 billion. Operating cash flow was $1.4 billion and free cash flow $978.7 million, supporting an 11.9% reduction in net debt to $7.1 billion and a net leverage ratio of 3.83x.

New CEO John Brase highlighted priorities around restoring margins, increasing brand and supply-chain investment, simplifying operations, and enhancing financial flexibility. Consistent with these priorities, the board approved a quarterly dividend of $0.175 per share (annualized $0.70) and issued fiscal 2027 guidance for organic net sales down (3)% to (1)%, adjusted operating margin of 10.0%–10.5%, and adjusted EPS of $1.40–$1.50.

BlackRock, Inc. filed an Amendment No. 4 to Schedule 13G/A reporting beneficial ownership of 64,450,818 shares of Conagra Brands Inc. common stock, representing 13.5% of the class as of 06/30/2026. The filing shows sole voting power of 63,316,283 shares and sole dispositive power of 64,450,818. Item 6 identifies iShares Core S&P Small‑Cap ETF as holding more than 5% of Conagra common stock.