CONAGRA BRANDS INC. SEC Filings

Conagra Brands (CAG) reported first-quarter fiscal 2026 results showing active portfolio moves, restructuring progress, and notable tax and litigation items. The company completed divestitures and recognized a $42.8 million gain on one sale and a separate $0.4 million loss; one business sold for net proceeds of $601.2 million. Purchase price allocations included $130.0 million of goodwill and intangible assets of $55.8 million (non-amortizing) and $5.5 million (amortizing).

The Conagra Restructuring Plan has cumulative charges of $325.6 million with $4.4 million of charges in Q1 FY2026; additional costs are expected through fiscal 2026. The company reported an effective tax rate of 43.1% in Q1 FY2026 versus (42.4)% in Q1 FY2025, reflecting a $211.4 million income tax benefit from releasing valuation allowances and other tax items. Insurance receivables tied to prior events totaled $16.7 million as of August 24, 2025 and $81.8 million as of May 25, 2025. Conagra remains in compliance with amended credit covenants and anticipates $8.3 million of further pension contributions for FY2026.

Conagra Brands, Inc. furnished an update on its business by providing a press release with its first quarter fiscal 2026 financial results. The company issued this press release on October 1, 2025, and attached it as Exhibit 99.1. The information about these results is furnished under a section that is not treated as formally filed with the SEC, meaning it is not subject to certain liability provisions and is not automatically incorporated into other SEC documents.

Conagra Brands, Inc. filed an amended current report to correct the description of the voting outcome on its advisory proposal regarding named executive officer compensation. The amendment confirms that shareholders approved, on a non-binding, advisory basis, the company’s executive pay program.

At the September 17, 2025 Annual Meeting of Shareholders, investors elected eleven director nominees, with each receiving a substantial majority of votes cast. Shareholders also approved the advisory vote on executive compensation with 321,898,549 votes for, 40,919,490 against, and 1,374,667 abstentions, and ratified the appointment of KPMG LLP as independent auditor for fiscal 2026 with 396,411,569 votes for, 21,145,769 against, and 1,164,945 abstentions.

Conagra Brands, Inc. reported the results of its Annual Meeting of Shareholders held on September 17, 2025. Shareholders elected eleven directors to serve until the company’s 2025 Annual Meeting and until their successors are elected and qualified, with each nominee receiving a substantial number of votes in favor relative to votes against.

Shareholders did not approve, on a non-binding advisory basis, the company’s named executive officer compensation, with 321,898,549 votes for and 40,919,490 votes against, alongside 1,374,667 abstentions and 54,529,577 broker non-votes. Shareholders also voted to ratify the appointment of KPMG LLP as Conagra’s independent auditor for fiscal 2026, with 396,411,569 votes for, 21,145,769 votes against, and 1,164,945 abstentions.

Conagra Brands, Inc. reported that William E. Johnson, Senior Vice President and Corporate Controller, has informed the company of his intention to resign to pursue another opportunity outside the company. He will remain in his current role and continue serving as Conagra’s principal accounting officer until the close of business on October 17, 2025, which is expected to be his separation date.

The company stated that Mr. Johnson’s decision to resign is not due to any disagreement with Conagra on its financial statements, internal control over financial reporting, operations, policies, or practices. Effective as of the separation date, Executive Vice President and Chief Financial Officer David S. Marberger will assume the role of principal accounting officer on an interim basis until a long-term successor is named, and he will not receive additional compensation for these added responsibilities.

Marshall Ruth Ann, a director of Conagra Brands, reported a Form 4 disclosing deferred-compensation share accruals and dividend reinvestments. On 09/02/2025 she was deemed to acquire 1,664.89 shares of Conagra common stock at a price of $18.77 in connection with director fees deferred under the company’s Directors' Deferred Compensation Plan. Following the transaction she beneficially owned 195,522.54 shares total. The filing also reports 3,906.59 shares held indirectly in a living trust and notes that 3,407.49 shares came from dividend-equivalent reinvestment under the Plan and 58.23 shares from dividend reinvestment since the last report.

Conagra Brands, Inc. (NYSE: CAG) — DEF 14A (2025)

Fiscal 2025 highlights reported in the proxy: Net sales $11.6B, EPS $2.40, operating profit $1.4B, net cash flow from operating activities $1.7B. On an adjusted basis the Company reported Adjusted EPS $2.30, Adjusted operating profit $1.6B, Free cash flow $1.3B and a free cash flow conversion rate of 118%. Conagra reduced net debt by $364M and returned $669M in dividends.

Portfolio and strategic actions disclosed: acquisition of Sweetwood Smoke & Co. (FATTY Smoked Meat Sticks), divestiture of its India joint venture (Agro Tech Foods Limited) in FY2025 and subsequent FY2026 sales of Chef Boyardee, Van de Kamp’s, and Mrs. Paul’s; innovation drove >$300M in retail sales and Healthy Choice introduced a "GLP-1 friendly" "On Track" badge. Proxy items include election of 10 directors, advisory approval of named executive officer compensation (say-on-pay), and ratification of KPMG LLP as independent auditor. The virtual Annual Meeting is set for September 17, 2025 (record date July 23, 2025).

Conagra Brands (CAG) EVP & President, New Platforms, Noelle O’Mara filed a Form 4 for 24 Jul 2025 transactions. Three restricted-stock-unit (RSU) tranches vested, delivering 46,132 common shares to the executive. To satisfy withholding taxes, the company automatically disposed of 20,438 shares at an implied $19.30 per share. Net of tax, O’Mara’s direct ownership rose by 25,694 shares to 25,720 shares.

All acquisitions were coded “A” (award) and all disposals “F” (tax-withholding), indicating scheduled equity-compensation settlement rather than discretionary market activity. No open-market buys or sales occurred and no new derivative positions were created. Given Conagra’s large float, the size of the net increase is immaterial, so the filing is viewed as routine with limited market impact.

Conagra Brands (CAG) – Form 4 insider filing

EVP & CFO David S. Marberger reported scheduled equity-compensation activity on 24 Jul 2025:

• 11,419 common shares acquired at $0 when restricted stock units (RSUs) vested.
• 5,059 shares withheld/sold at $19.30 (code “F”) to cover taxes.
• Post-transaction holdings: 299,401 common shares (direct) and 22,838 RSUs, with remaining tranches vesting 24 Jul 2026 (33.33 %) and 24 Jul 2027 (33.34 %).

No discretionary open-market trades occurred; the transactions stem from Conagra’s long-term incentive plan. The filing is therefore viewed as neutral, indicating ongoing alignment of the CFO’s interests with shareholders without signalling a change in insider sentiment.