Conagra Brands Inc.

07/21/2025 | Press release | Distributed by Public on 07/21/2025 17:52

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Brock Charisse
2. Issuer Name and Ticker or Trading Symbol
CONAGRA BRANDS INC. [CAG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief HR Officer
(Last) (First) (Middle)
C/O CONAGRA BRANDS, INC., 222 W. MERCHANDISE MART PLAZA, STE. 1300
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025
(Street)
CHICAGO, IL 60654
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 07/17/2025 A 27,915(1) A $ 0 159,370 D
Common Stock 07/17/2025 F(2) 12,367 D $18.97 147,003 D
Common Stock 07/19/2025 M 4,851(3) A $ 0 151,854 D
Common Stock 07/19/2025 F(2) 2,035 D $19.07 149,819 D
Common Stock 07/20/2025 M 23,125(4) A $ 0 172,944 D
Common Stock 07/20/2025 F(2) 9,701 D $19.07 163,243 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 (5) 07/17/2025 A 24,014 (6) (6) Common Stock 24,014 $ 0 24,014 D
Restricted Stock Units (3) 07/19/2025 M 4,851 (3) (3) Common Stock 4,851 $ 0 4,851 D
Restricted Stock Units (4) 07/20/2025 M 23,125 (4) (4) Common Stock 23,125 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brock Charisse
C/O CONAGRA BRANDS, INC.
222 W. MERCHANDISE MART PLAZA, STE. 1300
CHICAGO, IL 60654
EVP, Chief HR Officer

Signatures

/s/ McLaurin Files, Attorney-in-Fact 07/21/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement.
(6) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Conagra Brands Inc. published this content on July 21, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on July 21, 2025 at 23:52 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io