Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-280760
July 15, 2025
CONAGRA BRANDS, INC.
Pricing Term Sheet
$500,000,000 5.000% Senior Notes due 2030 (the “2030 Notes”)
$500,000,000 5.750% Senior Notes due 2035 (the “2035 Notes”)
| Issuer: |
Conagra Brands, Inc.
| |
| Ratings (Moody’s / S&P / Fitch)*: |
Baa3 (Stable) / BBB- (Stable) / BBB- (Stable)
| |
| Distribution: |
SEC Registered
| |
| Trade Date: | July 15, 2025 | |
|
Settlement Date: |
July 22, 2025 (T+5) | |
|
Joint Book-Running Managers: |
BofA Securities, Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Wells Fargo Securities, LLC | |
|
Senior Co-Manager:
Co-Managers: |
U.S. Bancorp Investments, Inc.
BMO Capital Markets Corp. HSBC Securities (USA) Inc. PNC Capital Markets LLC Rabo Securities USA, Inc. Scotia Capital (USA) Inc. Truist Securities, Inc.
| |
| 2030 Notes | 2035 Notes | |
| Principal Amount: | $500,000,000 | $500,000,000 |
| Maturity: | August 1, 2030 | August 1, 2035 |
| Coupon (Interest Rate): | 5.000% | 5.750% |
| Yield to Maturity: | 5.074% | 5.761% |
| Spread to Benchmark Treasury: | +102 bps | +127 bps |
| Benchmark Treasury: | UST 3.875% due June 30, 2030 | UST 4.250% due May 15, 2035 |
| Benchmark Treasury Price / Yield: | 99-06+ / 4.054% | 98-03 / 4.491% |
| Make-Whole Call: | T + 20 bps | T + 20 bps |
| Par Call: | On or after July 1, 2030 | On or after May 1, 2035 |
| Interest Payment Dates: | February 1 and August 1, beginning February 1, 2026 |
February 1 and August 1, beginning February 1, 2026
|
| Record Dates: |
January 15 and July 15
|
January 15 and July 15
|
| Price to Public: | 99.674% of the aggregate principal amount |
99.915% of the aggregate principal amount
|
|
Net Proceeds to Issuer After Gross Spread: |
$496,620,000 |
$497,325,000
|
| CUSIP / ISIN: | 205887 CK6 / US205887CK64 | 205887 CL4 / US205887CL48 |
|
Use of Proceeds: |
Conagra Brands, Inc. intends to use the net proceeds from this offering for general corporate purposes, including the repayment of a portion of its outstanding 4.600% Senior Notes due November 2025. | |
| Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Change of Control Offer: | If Conagra Brands, Inc. experiences a Change of Control Triggering Event, it will be required to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
We expect to deliver the notes against payment for the notes on or about July 22, 2025, which is the fifth business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes before the business day prior to July 22, 2025 will be required to specify alternative settlement arrangements to prevent a failed settlement.
The issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement (as supplemented) and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting the issuer at 1-312-549-5000 or by contacting BofA Securities, Inc. by calling 1-800-294-1322 or by emailing [email protected]; Goldman Sachs & Co. LLC by calling 1-866-471-2526 or emailing [email protected] or Mizuho Securities USA LLC by calling 1-866-271-7403.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system.