President and CEO Connolly Sean covered exercise/tax liability with 190,274 shares, converted options into 220,687 shares and was granted 220,530 shares, increasing direct ownership by 21% to 1,501,037 units (SEC Form 4)
$CAG
Packaged Foods
Consumer Staples
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONAGRA BRANDS INC. [ CAG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/17/2025 | A | 220,530(1) | A | $0 | 1,457,124.48 | D | |||
| Common Stock | 07/17/2025 | F(2) | 97,695 | D | $18.97 | 1,359,429.48 | D | |||
| Common Stock | 07/19/2025 | M | 37,996(3) | A | $0 | 1,397,425.48 | D | |||
| Common Stock | 07/19/2025 | F(2) | 15,940 | D | $19.07 | 1,381,485.48 | D | |||
| Common Stock | 07/20/2025 | M | 182,691(4) | A | $0 | 1,564,176.48 | D | |||
| Common Stock | 07/20/2025 | F(2) | 76,639 | D | $19.07 | 1,501,036.84(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (6) | 07/17/2025 | A | 200,120 | (7) | (7) | Common Stock | 200,120 | $0 | 200,120 | D | ||||
| Restricted Stock Units | (3) | 07/19/2025 | M | 37,996 | (3) | (3) | Common Stock | 37,996 | $0 | 37,996 | D | ||||
| Restricted Stock Units | (4) | 07/20/2025 | M | 182,691 | (4) | (4) | Common Stock | 182,691 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares acquired were earned under the Conagra Brands fiscal year 2023-2025 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. The restricted stock units ("RSUs") were granted on July 19, 2023 and vested 33.33% on each of July 19, 2024 and July 19, 2025, and will vest 33.34% on July 19, 2026. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date. |
| 4. The restricted stock units ("RSUs") were granted on July 20, 2022 and vested on July 20, 2025. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date. |
| 5. Includes 13,499.36 shares acquired since the date of the Reporting Person's last report through dividend equivalent reinvestment. |
| 6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement. |
| 7. These restricted stock units will vest 33.33% on 7/17/2026, 33.33% on 7/17/2027, and 33.34% on 7/17/2028. |
| /s/ McLaurin Files, Attorney-in-Fact | 07/21/2025 | |
| ** 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. | ||
| 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. | ||