Conagra Brands Inc 10-Q for FY2027 Q1
Conagra Brands Inc. (CAG)
About this 10-Q
Conagra Brands Inc filed this 10-Q on September 30, 2026, covering the quarter ended August 30, 2026 (FY2027 Q1).
Conagra Brands Inc. reported first-quarter fiscal 2027 net sales of $2,595.9 million, down (1.4)%, while diluted earnings per share rose to $0.36 from $0.34. Operating activities used $4.2 million, and it issued $500.0 million of 5.40% notes. AI summary
Headline figures
Quarter ended August 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.6B
- down 1.4% from $2.63B a year earlier
- Net income
- $174.3M
- up 6.0% from net income of $164.5M a year earlier
- Diluted EPS
- $0.36
- up 5.9% from $0.34 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Table of Contents
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| Unaudited Condensed Consolidated Balance Sheets as of August 30, 2026 and May 31, 2026 | 3 |
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| Notes to Unaudited Condensed Consolidated Financial Statements | 5 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | |
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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Conagra Brands, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(in millions except per share amounts)
(unaudited)
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
Net sales | | $ | | | $ | |
Cost of goods sold | | | | | | |
Gross profit | | $ | | | $ | |
Selling, general and administrative expenses | | | | | | |
Gain on divestitures | | | — | | | ( |
Operating profit | | $ | | | $ | |
Pension and postretirement non-service income | | | | | | |
Interest expense, net | | | | | | |
Equity method investment earnings | | | | | | |
Income before income taxes | | | | | | |
Income tax expense | | | | | | |
Net income | | $ | | | $ | |
| | | | | | |
Earnings per share — basic | | | | | | |
Net income | | $ | | | $ | |
Earnings per share — diluted | | | | | | |
Net income | | $ | | | $ | |
See Notes to the Unaudited Condensed Consolidated Financial Statements.
1
Conagra Brands, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(in millions)
(unaudited)
| | Thirteen Weeks Ended | ||||||||||||||||
| | August 30, 2026 | | August 24, 2025 | ||||||||||||||
| | | | Tax | | | | | | Tax | | | ||||||
| | Pre-Tax | | (Expense) | | After- Tax | | Pre-Tax | | (Expense) | | After- Tax | ||||||
| | Amount | | Benefit | | Amount | | Amount | | Benefit | | Amount | ||||||
Net income | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
Other comprehensive income: | | | | | | | | | | | | | | | | | | |
Derivative adjustments: | | | | | | | | | | | | | | | | | | |
Unrealized derivative adjustments | | | | | | ( | | | | | | | | | ( | | | |
Reclassification for derivative adjustments included in net income | | | ( | | | | | | ( | | | ( | | | | | | ( |
Unrealized currency translation gains (losses) | | | ( | | | — | | | ( | | | | | | — | | | |
Pension and postretirement benefit obligations: | | | | | | | | | | | | | | | | | | |
Unrealized pension and postretirement benefit obligations | | | ( | | | | | | ( | | | | | | — | | | |
Reclassification for pension and postretirement benefit obligations included in net income | | | ( | | | | | | ( | | | ( | | | | | | ( |
Comprehensive income | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
See Notes to the Unaudited Condensed Consolidated Financial Statements.
2
Conagra Brands, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions except share data)
(unaudited)
| | August 30, 2026 | | May 31, 2026 | ||
ASSETS | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Receivables, less allowance for doubtful accounts of $ | | | | | | |
Inventories | | | | | | |
Prepaid expenses and other current assets | | | | | | |
Current assets held for sale | | | | | | — |
Total current assets | |
| | |
| |
Property, plant and equipment | | | | | | |
Less accumulated depreciation | | | ( | | | ( |
Property, plant and equipment, net | | | | | | |
Goodwill | | | | | | |
Brands, trademarks and other intangibles, net | | | | | | |
Other assets | | | | | | |
Noncurrent assets held for sale | | | — | | | |
| | $ | | | $ | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | |
Current liabilities | | | | | | |
Notes payable | | $ | | | $ | |
Current installments of long-term debt | | | | | | |
Accounts and other payables | | | | | | |
Accrued payroll | | | | | | |
Other accrued liabilities | | | | | | |
Total current liabilities | | | | | | |
Senior long-term debt, excluding current installments | | | | | | |
Deferred income taxes | | | | | | |
Other noncurrent liabilities | | | | | | |
Total liabilities | | | | | | |
Common stockholders' equity | | | | | | |
Common stock of $ | | | | | | |
Additional paid-in capital | | | | | | |
Retained earnings | | | | | | |
Accumulated other comprehensive income | | | | | | |
Less treasury stock, at cost, | | | ( | | | ( |
Total stockholders' equity | | | | | | |
| | $ | | | $ | |
See Notes to the Unaudited Condensed Consolidated Financial Statements.
3
Conagra Brands, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
Cash flows from operating activities: | | | | | | |
Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash flows from operating activities: | | | | | | |
Depreciation and amortization | | | | | | |
Asset impairment charges | | | | | | |
Gain on divestitures | | | — | | | ( |
Equity method investment earnings in excess of distributions | | | ( | | | ( |
Stock-settled share-based payments expense | | | | | | |
Contributions to pension plans | | | ( | | | ( |
Pension benefit | | | ( | | | ( |
Other items | | | | | | ( |
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions: | | | | | | |
Receivables | | | ( | | | ( |
Inventories | | | ( | | | ( |
Deferred income taxes and income taxes payable, net | | | | | | |
Prepaid expenses and other current assets | | | ( | | | ( |
Accounts and other payables | | | | | | |
Accrued payroll | | | ( | | | ( |
Other accrued liabilities | | | | | | |
Litigation receivables, net of recoveries | | | | | | |
Litigation accruals, net of payments | | | ( | | | ( |
Net cash flows from operating activities | | | ( | | | |
Cash flows from investing activities: | | | | | | |
Additions to property, plant and equipment | | | ( | | | ( |
Sale of property, plant and equipment | | | | | | |
Proceeds from divestitures, net of cash divested | | | — | | | |
Other items | | | ( | | | ( |
Net cash flows from investing activities | | | ( | | | |
Cash flows from financing activities: | | | | | | |
Issuance of short-term borrowings, maturities greater than 90 days | | | | | | |
Repayment of short-term borrowings, maturities greater than 90 days | | | ( | | | ( |
Net repayment of other short-term borrowings, maturities less than or equal to 90 days | | | — | | | ( |
Issuance of long-term debt | | | | | | |
Repayment of long-term debt | | | ( | | | ( |
Debt issuance costs | | | ( | | | ( |
Repurchase of Conagra Brands, Inc. common shares | | | ( | | | ( |
Cash dividends paid | | | ( | | | ( |
Exercise of stock options and issuance of other stock awards, including tax withholdings | | | ( | | | ( |
Other items | | | | | | ( |
Net cash flows from financing activities | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | | | | |
Net change in cash and cash equivalents | | | | | | |
Cash and cash equivalents at beginning of period | | | | | | |
Cash and cash equivalents at end of period | | $ | | | $ | |
See Notes to the Unaudited Condensed Consolidated Financial Statements.
4
Conagra Brands, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(columnar dollars in millions except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying Condensed Consolidated Financial Statements of Conagra Brands, Inc. (the “Company”, “Conagra Brands”, “we”, “us”, or “our”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. All adjustments are of a normal recurring nature. The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026. There were no significant changes to our accounting policies from those disclosed in Note 1, “Summary of Significant Accounting Policies”, to the Consolidated Financial Statements in that Form 10-K.
Recently Issued Accounting Pronouncements and Disclosure Rules
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software, to modernize the outdated guidance for accounting for software costs by aligning the accounting with how software is developed today. The effective date for the standard is for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transition approach. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), to more closely align financial reporting with the economics of an entity’s risk management activities. The effective date for this standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied prospectively with an option to adopt the amendments for hedging relationships existing as of the date of adoption. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), to improve the financial accounting for and disclosure of environmental credits and environmental credit obligations. The effective date for this standard is for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.
2. DIVESTITURES AND ASSETS HELD FOR SALE
Chef Boyardee® Business
During the first quarter of fiscal 2026, we completed the sale of our Chef Boyardee® business for net proceeds of $
Frozen Fish Business
During the first quarter of fiscal 2026, we completed the sale of our frozen fish business, which includes our Van De Kamp’s® and Mrs. Paul’s® brands for net proceeds of $
5
Other Assets Held for Sale
We actively market certain other assets from time to time. These assets have also been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for periods prior to the disposal of the individual asset groups.
The related assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets were $
3. RESTRUCTURING ACTIVITIES
See our Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 for additional information on our restructuring activities.
Optimization and Transformation Initiatives
We regularly evaluate our operations for ways to increase efficiencies and optimize our investments. Initiatives designed to achieve our efficiency goals may take a year or more to complete and result in various restructuring charges as a result of accelerated depreciation, asset write-offs, and exit costs including severance, lease and other contract termination charges, and disposal costs.
In fiscal 2026, we approved initiatives designed to optimize and enhance our supply chain network related to our frozen fried chicken products. We expect these initiatives will result in approximately $
In the first quarter of fiscal 2027, management approved a multi-year transformation initiative (“Project Catalyst”) that seeks to simplify and modernize our operations through process redesign, technology adoption, and organizational optimization to accelerate growth, improve productivity, and enhance cash flow performance. We continue to define and identify initiatives under Project Catalyst, some of which will result in restructuring charges. In the first quarter of fiscal 2027, we recognized cash charges of $
In the first quarter of fiscal 2027, management also approved a multi-year optimization initiative to drive portfolio simplicity and evaluate strategic options for non-core businesses. Some of these actions will result in restructuring charges. In the first quarter of fiscal 2027, we recognized immaterial charges within Cost of goods sold related to this initiative. We are currently unable to provide timing or specific estimates for any such restructuring charges.
Conagra Restructuring Plan
As of May 31, 2026, we substantially completed restructuring activities related to a restructuring plan commenced in fiscal 2019 that was directed at improving SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”). While no new initiatives were added to the Conagra Restructuring Plan, we recognized charges of $
We have recognized cumulative charges of $
6
Liabilities recorded for the above restructuring activities and changes therein for the first quarter of fiscal 2027 were as follows:
| | | | Costs | | | | | | | | | |||
| | | | Incurred and | | | | | | | |||||
| | Balance as of | | Charged to | | Costs Paid or | | Changes in | | Balance as of | |||||
| | May 31, 2026 | | Expense | | Otherwise Settled | | Estimates | | August 30, 2026 | |||||
Severance and related costs | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Consulting/professional fees | | | | | | | | | ( | | | — | | | |
Other costs | | | | | | | | | ( | | | — | | | |
Total | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
4. DEBT AND REVOLVING CREDIT FACILITY
Senior Notes
During the first quarter of fiscal 2027, we issued $
During the second quarter of fiscal 2026, we repaid the entire outstanding $
Term Loans
During the first quarter of fiscal 2026, we prepaid the $
During the first quarter of fiscal 2026, we prepaid the $
Revolving Credit Facility
During the first quarter of fiscal 2026, we terminated and replaced our prior revolving credit facility by entering into a Third Amended and Restated Revolving Credit Agreement (the “Amended Revolving Credit Agreement”) with a syndicate of financial institutions providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $
Debt Covenants
Our most restrictive debt agreement (the Amended Revolving Credit Agreement) generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense to be not less than
Commercial Paper
As of August 30, 2026 and May 31, 2026, we had
7
Interest Expense
Net interest expense consisted of:
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
Long-term debt | | $ | | | $ | |
Short-term debt | | | | | | |
Interest income | | | ( | | | ( |
Interest capitalized | | | ( | | | ( |
| | $ | | | $ | |
5. FINANCING ARRANGEMENTS
Supplier Financing Arrangements
In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. A number of factors may impact our future payment terms, including our relative creditworthiness, overall market liquidity, and changes in interest rates and other general economic conditions. Certain suppliers have access to third-party services that allow them to view our scheduled payments online and finance advances on our scheduled payments at the sole discretion of the supplier and the third-party. Our current payment terms with these suppliers, which we deem to be commercially reasonable, range up to
We have also concluded that certain obligations to our suppliers, including amounts due and scheduled payment terms, are impacted by these third-party service programs and these arrangements are classified as notes payable within our Condensed Consolidated Balance Sheets. The proceeds and payments associated with short-term borrowings are reflected as financing activities within our Condensed Consolidated Statements of Cash Flows. As of August 30, 2026 and May 31, 2026, we had approximately $
6. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS
The change in the carrying amount of goodwill for the first quarter of fiscal 2027 was as follows:
| | Grocery & Snacks | | Refrigerated & Frozen 1 | | International | | Foodservice | | Total | |||||
Balance as of May 31, 2026 | | $ | | | $ | | | $ | | | $ | | | $ | |
Currency translation | | | — | | | — | | | ( | | | — | | | ( |
Balance as of August 30, 2026 | | $ | | | $ | | | $ | | | $ | | | $ | |
1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both August 30, 2026 and May 31, 2026 were net of accumulated impairment losses of $
Other identifiable intangible assets were as follows:
| | August 30, 2026 | | May 31, 2026 | ||||||||
| | Gross | | | | | Gross | | | | ||
| | Carrying | | Accumulated | | Carrying | | Accumulated | ||||
| | Amount | | Amortization | | Amount | | Amortization | ||||
Non-amortizing intangible assets | | | | | | | | | | | | |
Brands and trademarks | | $ | | | $ | — | | $ | | | $ | — |
Amortizing intangible assets | | | | | | | | | | | | |
Customer relationships and intellectual property | | | | | | | | | | | | |
| | $ | | | $ | | | $ | | | $ | |
8
Goodwill and Indefinite-Lived Intangible Assets
The Refrigerated & Frozen reporting unit and certain of our indefinite lived intangibles were written down to fair value as of the end of fiscal 2026, resulting in
Definite-Lived Intangible Assets
Amortizing intangible assets carry a remaining weighted average life of approximately
7. DERIVATIVE FINANCIAL INSTRUMENTS
See our Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026, for additional information on our derivative activities.
Derivatives Designated as Cash Flow Hedges
During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle Foods, Inc. We settled these contracts during the second quarter of fiscal 2019 and deferred a $
Economic Hedges of Forecasted Cash Flows
Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results immediately.
The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
| $ | | | $ | ( | |
Less: Net derivative gains allocated to reporting segments | | | | | | |
Net derivative losses recognized in general corporate expenses | | $ | ( | | $ | ( |
Net derivative gains allocated to Grocery & Snacks | | $ | | | $ | |
Net derivative gains allocated to Refrigerated & Frozen | | | | | | |
Net derivative losses allocated to International | | | ( | | | ( |
Net derivative gains allocated to Foodservice | | | | | | |
Net derivative gains included in segment operating profit | | $ | | | $ | |
The fair values of our derivative positions were not material as of August 30, 2026 and were Level 1 or Level 2 assets or liabilities in the fair value hierarchy (see Note 15 for further information). We have not significantly changed our valuation techniques from prior periods.
9
The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows:
| | Location in Condensed Consolidated | | Gains (Losses) Recognized on | ||||
Derivatives Not Designated as Hedging Instruments | | Recognized on Derivatives | | August 30, 2026 | | August 24, 2025 | ||
Commodity contracts | | Cost of goods sold | | $ | | | $ | |
Foreign exchange contracts | | Cost of goods sold | | | | | | ( |
Total gains (losses) from derivative instruments not designated as hedging instruments | | | | $ | | | $ | ( |
As of August 30, 2026 and May 31, 2026 our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $
8. SHARE-BASED PAYMENTS
For the first quarter of fiscal 2027 and 2026, we recognized total stock-based compensation expense (including restricted stock units and performance shares) of $
Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals for the -year performance periods ending in fiscal 2027 (the “2027 performance period”), fiscal 2028 (the “2028 performance period”), and fiscal 2029 (the “2029 performance period”) are based on our net sales and diluted earnings per share on a
Awards, if earned, will be paid in shares of our common stock. Dividend equivalents are paid on the portion of performance shares actually earned at our regular dividend rate in additional shares of common stock. Subject to limited exceptions set forth in our performance share agreements, any shares earned will be distributed after the end of the performance period, and generally only if the participant continues to be employed with the Company through the date of distribution. For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur.
9. EARNINGS PER SHARE
Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock. Diluted earnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for the dilutive effect of stock options, restricted stock unit awards, and other dilutive securities.
The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
Net income: | | $ | | | $ | |
Weighted average shares outstanding: | | | | | | |
Basic weighted average shares outstanding | | | | | | |
Add: Dilutive effect of restricted stock unit awards and other dilutive securities | | | | | | |
Diluted weighted average shares outstanding | | | | | | |
For the first quarter of fiscal 2027 and 2026, there were
10
10. INVENTORIES
The major classes of inventories were as follows:
| | August 30, 2026 | | May 31, 2026 | ||
Raw materials and packaging | | $ | | | $ | |
Work in process | | | | | | |
Finished goods | | | | | | |
Supplies and other | | | | | | |
Total | | $ | | | $ | |
11. INCOME TAXES
In the first quarter of fiscal 2027 and 2026, we recognized income tax expense of $
The effective tax rate in the first quarter of fiscal 2027 reflected $
The effective tax rate in the first quarter of fiscal 2026 was negatively impacted by non-deductible goodwill related to the divestiture of the Chef Boyardee ®, Mrs. Paul’s ®, and Van de Kamp’s ® businesses. This resulted in $
12. CONTINGENCIES
Litigation Matters
We are party to a number of matters asserting product liability claims against the Company related to certain Pam® and other cooking spray products. We have denied liability, however, we cannot predict with certainty the results of these actions. To date, the Company has settled all but a few of these matters. Pursuant to these settlements, the Company paid an aggregate of $
In the third quarter of fiscal 2026, in a lawsuit related to a consumer’s personal injury allegedly from exposure to diacetyl from Pam® butter flavored cooking spray, a jury entered a verdict against the Company for $
We are party to various other lawsuits including personal injury, product liability claims (including pending litigation alleging that certain of our products should be considered “ultra-processed” and consumption of such “ultra-processed” products allegedly causes negative health impacts), putative class action lawsuits challenging various product claims made in the Company’s product labeling, and matters challenging the Company’s wage and hour practices. While we cannot predict with certainty the results of the remaining claims or any other legal proceedings, based on information available at the time of this filing, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business.
Our accrual for all litigation matters, including those matters described above, that are probable and estimable, was $
Environmental Matters
U.S. Securities and Exchange Commission (the “SEC”) regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company uses a threshold of $
11
We are a party to certain environmental proceedings relating to businesses divested by Beatrice prior to our acquisition in fiscal 1991, including litigation and administrative proceedings involving Beatrice’s possible status as a potentially responsible party at approximately 35 Superfund, proposed Superfund, or state-equivalent sites (the “Beatrice sites”). The Beatrice sites consist of locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, polychlorinated biphenyls, acids, lead, sulfur, tannery wastes, and/or other contaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The accrual for Beatrice-related environmental matters totaled $
General
After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity; however, it is reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future that could have a material adverse effect on our financial condition, results of operations, or liquidity.
Costs of legal services associated with the foregoing matters are recognized within SG&A expenses as services are provided.
13. PENSION AND POSTRETIREMENT BENEFITS
We have defined benefit retirement plans (“pension plans”) for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits to qualifying U.S. employees.
Components of pension and postretirement plan costs (benefits) are:
| | Pension Plans | ||||
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
Service cost | | $ | | | $ | |
Interest cost | | | | | | |
Expected return on plan assets | | | ( | | | ( |
Amortization of prior service cost | | | | | | |
Pension cost (benefit) — Company plans | | | ( | | | ( |
Pension cost (benefit) — multi-employer plans | | | | | | |
Total pension cost (benefit) | | $ | ( | | $ | ( |
| | Postretirement Plans | ||||
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
Interest cost | | | | | | |
Amortization of prior service cost (benefit) | | | ( | | | ( |
Recognized net actuarial gain | | | ( | | | ( |
Total postretirement cost (benefit) | | $ | ( | | $ | ( |
The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost.
The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension cost in fiscal 2027 were
During the first quarter of fiscal 2027, we contributed $
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14. STOCKHOLDERS’ EQUITY
The following table presents a reconciliation of our stockholders’ equity accounts for the thirteen weeks ended August 30, 2026:
| | Conagra Brands, Inc. Stockholders' Equity | | | | |||||||||||||||
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | Additional | | | | | Other | | | | | | | ||
| | Common | | Common | | Paid-in | | Retained | | Comprehensive | | Treasury | | Total | ||||||
| | Shares | | Stock | | Capital | | Earnings | | Income | | Stock | | Equity | ||||||
Balance at May 31, 2026 | | | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Stock option and incentive plans | | | | | | | | ( | | | ( | | | | | | | | | |
Currency translation adjustments | | | | | | | | | | | | | | ( | | | | | | ( |
Repurchase of common shares | | | | | | | | | | | | | | | | | ( | | | ( |
Derivative adjustments | | | | | | | | | | | | | | | | | | | | |
Pension and postretirement healthcare benefits | | | | | | | | | | | | | | ( | | | | | | ( |
Dividends declared on common stock; $ | | | | | | | | | | | ( | | | | | | | | | ( |
Net income | | | | | | | | | | | | | | | | | | | | |
Balance at August 30, 2026 | | | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
The following table presents a reconciliation of our stockholders’ equity accounts for the thirteen weeks ended August 24, 2025:
| | Conagra Brands, Inc. Stockholders' Equity | | | | |||||||||||||||
| | | | | | | | | | | | Accumulated | | | | | | | ||
| | | | | | Additional | | | | | Other | | | | | | | |||
| | Common | | Common | | Paid-in | | Retained | | Comprehensive | | Treasury | | Total | ||||||
| | Shares | | Stock | | Capital | | Earnings | | Income | | Stock | | Equity | ||||||
Balance at May 25, 2025 | | | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Stock option and incentive plans | | | | | | | | ( | | | | | | | | | | | | |
Currency translation adjustments | | | | | | | | | | | | | | | | | | | | |
Repurchase of common shares | | | | | | | | | | | | | | | | | ( | | | ( |
Derivative adjustments | | | | | | | | | | | | | | ( | | | | | | ( |
Pension and postretirement healthcare benefits | | | | | | | | | | | | | | ( | | | | | | ( |
Dividends declared on common stock; $ | | | | | | | | | | | ( | | | | | | | | | ( |
Net income | | | | | | | | | | | | | | | | | | | | |
Balance at August 24, 2025 | | | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
The following table details the accumulated balances for each component of other comprehensive income, net of tax:
| | August 30, 2026 | | May 31, 2026 | ||
Currency translation losses, net of reclassification adjustments | | $ | ( | | $ | ( |
Derivative adjustments, net of reclassification adjustments | | | | | | |
Pension and postretirement benefit obligations, net of reclassification adjustments | | | | | | |
Accumulated other comprehensive income | | $ | | | $ | |
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The following tables summarize the reclassifications from accumulated other comprehensive income into income:
| | | | | | | | Affected Line Item in the Condensed Consolidated Statement of |
| | Thirteen Weeks Ended | | Earnings1 | ||||
| | August 30, 2026 | | August 24, 2025 | | | ||
Net derivative adjustments: | | | | | | | | |
Cash flow hedges | | $ | ( | | $ | ( | | Interest expense, net |
Cash flow hedges | | | ( | | | ( | | Equity method investment earnings |
| | | ( | | | ( | | Total before tax |
| | | | | | | | Income tax expense |
| | $ | ( | | $ | ( | | Net of tax |
Pension and postretirement liabilities: | | | | | | | | |
Net actuarial gain | | $ | ( | | $ | ( | | Pension and postretirement non-service income |
| | | ( | | | ( | | Total before tax |
| | | | | | | | Income tax expense |
| | $ | ( | | $ | ( | | Net of tax |
| | | | | | | | |
1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings.
15. FAIR VALUE MEASUREMENTS
Financial Accounting Standards Board guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities,
Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and
Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.
The fair values of our Level 2 derivative instruments were determined using valuation models that use market observable inputs including both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts.
The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 30, 2026:
| | Level 1 | | Level 2 | | Level 3 | | Net Value | ||||
Assets: | | | | | | | | | | | | |
Derivative assets | | $ | | | $ | | | $ | — | | $ | |
Deferred compensation assets | | | | | | — | | | — | | | |
Total assets | | $ | | | $ | | | $ | — | | $ | |
Liabilities: | | | | | | | | | | | | |
Derivative liabilities | | $ | — | | $ | | | $ | — | | $ | |
Deferred compensation liabilities | | | | | | — | | | — | | | |
Total liabilities | | $ | | | $ | | | $ | — | | $ | |
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The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 31, 2026:
| | Level 1 | | Level 2 | | Level 3 | | Net Value | ||||
Assets: | | | | | | | | | | | | |
Derivative assets | | $ | | | $ | | | $ | — | | $ | |
Deferred compensation assets | | | | | | — | | | — | | | |
Available-for-sale debt securities | | | — | | | — | | | | | | |
Total assets | | $ | | | $ | | | $ | | | $ | |
Liabilities: | | | | | | | | | | | | |
Derivative liabilities | | $ | — | | $ | | | $ | — | | $ | |
Deferred compensation liabilities | | | | | | — | | | — | | | |
Total liabilities | | $ | | | $ | | | $ | — | | $ | |
Nonrecurring Fair Value Measurements
Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs.
Long-Term Debt Fair Value
The carrying amount of long-term debt (including current installments) was $
16. BUSINESS SEGMENTS AND RELATED INFORMATION
We reflect our results of operations in
The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States.
The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States.
The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States.
The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily in the United States.
We do not aggregate operating segments when determining our reporting segments.
Our chief operating decision maker (“CODM”) is identified as our Chief Executive Officer. Our CODM uses segment operating profit in the annual plan and forecasting process and considers year-over-year performance when making decisions about allocating resources to our segments. The CODM also uses segment operating profit as an input to the overall compensation measures under our incentive compensation plans. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating profit is defined as operating profit excluding the effect of items impacting comparability. Items impacting comparability are gains or losses that our CODM believes have had, or are likely to have, a significant impact on segment operating profit and are not indicative of our core operating results. Items impacting comparability include, when they occur, the impacts of gain or loss on divestitures, restructuring activities, deal costs, unrealized gains/(losses) on commodity and foreign exchange hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, certain non-ordinary course legal and regulatory matters, and other unusual gains or losses that are not part of our measurement of segment performance. Corporate unallocated expense; Pension and
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postretirement non-service income; Interest expense, net; and Equity method investment earnings are centrally managed costs and have been excluded from segment operating profit.
| | Thirteen Weeks Ended August 30, 2026 | ||||||||||||||
| | | | Grocery & | | | Refrigerated | | | International | | | Foodservice | | | Total |
Net sales | | | $ | | | $ | | | $ | | $ | | | $ | | |
Segment cost of goods sold1 | | | | | | | | | | | | | | | | |
Segment SG&A expenses2 | | | | | | | | | | | | | | | | |
Segment operating profit | | | $ | | | $ | | | $ | | | $ | | | $ | |
General corporate expenses3 | | | | | | | | | | | | | | | | |
Other charges, net4 | | | | | | | | | | | | | | | | ( |
Operating profit | | | | | | | | | | | | | | | $ | |
Pension and postretirement non-service income | | | | | | | | | | | | | | | | |
Interest expense, net | | | | | | | | | | | | | | | | |
Equity method investment earnings | | | | | | | | | | | | | | | | |
Income before income taxes | | | | | | | | | | | | | | | $ | |
| | Thirteen Weeks Ended August 24, 2025 | ||||||||||||||
| | | | Grocery & | | | Refrigerated | | | International | | | Foodservice | | | Total |
Net sales | | | $ | | | $ | | | $ | | $ | | | $ | | |
Segment cost of goods sold1 | | | | | | | | | | | | | | | | |
Segment SG&A expenses2 | | | | | | | | | | | | | | | | |
Segment operating profit | | | $ | | | $ | | | $ | | | $ | | | $ | |
General corporate expenses3 | | | | | | | | | | | | | | | | |
Gain on divestitures | | | | | | | | | | | | | | | | ( |
Other charges, net4 | | | | | | | | | | | | | | | | |
Operating profit | | | | | | | | | | | | | | | $ | |
Pension and postretirement non-service income | | | | | | | | | | | | | | | | |
Interest expense, net | | | | | | | | | | | | | | | | |
Equity method investment earnings | | | | | | | | | | | | | | | | |
Income before income taxes | | | | | | | | | | | | | | | $ | |
1 Segment cost of goods sold does not include items recorded in the Cost of goods sold line on our Condensed Consolidated Statements of Earnings that are presented in the Other charges, net line of this table.
2 Segment SG&A expenses are regularly provided to the CODM as a percent of net sales. Segment SG&A expenses do not include items recorded in the Selling, general and administrative expenses line of our Condensed Consolidated Statements of Earnings that are presented in the Other charges, net line of this table.
3 General corporate expenses relate to certain costs that are shared across multiple segments but are not directly attributable, which include executive compensation, share-based payment expense, and costs associated with certain corporate functions.
4 Other charges include net charges related to our restructuring plans and legal matter recoveries.
The following table presents further disaggregation of our net sales:
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
Frozen | | $ | | | $ | |
Staples | | | | | | |
Other shelf-stable | | | | | | |
Refrigerated | | | | | | |
Snacks | | | | | | |
International | | | | | | |
Foodservice | | | | | | |
Total net sales | | $ | | | $ | |
To be consistent with how we present certain disaggregated net sales information to investors, we have categorized certain net sales of our segments as “Staples”, which includes all of our U.S. domestic retail refrigerated products and other shelf-stable grocery products.
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Management continues to regularly review financial results and make decisions about allocating resources based upon the
Assets by Segment
The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets and capital expenditures by segment. Our CODM does not use assets by segment to evaluate performance or allocate resources. Depreciation and amortization are allocated to our reporting segments based on the output of each reporting segment per facility during each reporting period. Total depreciation expense for the first quarter of fiscal 2027 and 2026 was $
The following table presents depreciation and amortization by segment:
| | Thirteen Weeks Ended | ||||
| | August 30, 2026 | | August 24, 2025 | ||
Grocery & Snacks | | $ | | | $ | |
Refrigerated & Frozen | | | | | | |
International | | | | | | |
Foodservice | | | | | | |
Total Reporting Segments | | | | | | |
Corporate | | | | | | |
Total Company | | $ | | | $ | |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The information contained in this report includes forward-looking statements within the meaning of the federal securities laws. Examples of forward-looking statements include statements regarding our expected future financial performance or position, results of operations, business strategy, plans and objectives of management for future operations, legal matters, costs and cost savings, impairments, and dividends, as well as other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words, such as “may”, “will”, “anticipate”, “expect”, “believe”, “estimate”, “intend”, “plan”, “should”, “seek”, or comparable terms.
Readers of this report should understand that these forward-looking statements are not guarantees of performance or results. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and factors include: risks associated with general economic and industry conditions, including inflation, oil, energy and fuel costs, reduced consumer confidence and spending, increased tariffs and taxes, actual or threatened hostilities or war and/or other geopolitical conflicts, declining benefits or changing eligibility requirements under government food assistance programs for consumers, rising unemployment, recessions, supply chain challenges, labor cost increases or shortages, interest rate and currency rate fluctuations; risks related to the availability and prices of commodities and other supply chain resources, including raw materials, packaging, energy, and transportation, weather conditions, pandemics, epidemics, and disease, in humans, plants, and animals; disruptions or inefficiencies in our supply chain and/or operations; risks related to the effectiveness of our hedging activities and ability to respond to volatility in commodities; risks related to the ultimate impact of, including reputational harm caused by, any product recalls and product liability or labeling litigation; risks related to our ability to execute operating and value creation plans and achieve returns on our investments and targeted operating efficiencies from cost-saving initiatives, and to benefit from trade optimization programs; risks related to our ability to deleverage on currently anticipated timelines, and to continue to access capital on acceptable terms or at all; risks related to the Company’s competitive environment, cost structure, and related market conditions; risks related to our ability to respond to changing consumer preferences, including health and wellness perceptions and the success of our innovation and marketing investments; risks associated with actions by our customers, including changes in distribution and purchasing terms; risks related to the seasonality of our business; risks associated with our contract manufacturing arrangements and other third-party service provider dependencies; risks associated with actions of governments and regulatory bodies that affect our businesses, including regulations or interpretations designed to address climate change; risks related to the Company’s ability to execute on its strategies or achieve expectations related to environmental, social, and governance matters, including as a result of evolving legal, regulatory, and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisite financing, and changes in carbon pricing or carbon taxes; risks related to a material failure in or breach of our or our vendors’ information technology systems and other cybersecurity incidents; risks related to our ability to identify, attract, hire, train, retain and develop qualified personnel; risk of increased pension, labor or people-related expenses; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; risks relating to our ability to protect our intellectual property rights; risks relating to acquisition, divestiture, joint venture or investment activities; the amount and timing of future dividends, which remain subject to Board approval and depend on market and other conditions; the amount and timing of future stock repurchases; and other risks described in our reports filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”). We caution readers not to place undue reliance on any forward-looking statements included in this report, which speak only as of the date of this report. We undertake no responsibility to update these statements, except as required by law.
The discussion that follows should be read together with the unaudited Condensed Consolidated Financial Statements and related notes contained in this report and with the financial statements, related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 and subsequent filings with the SEC. Results for the first quarter of fiscal 2027 are not necessarily indicative of results that may be attained in the future.
EXECUTIVE OVERVIEW
Conagra Brands, Inc. (the “Company”, “Conagra Brands”, “we”, “us”, or “our”), headquartered in Chicago, is one of North America’s leading branded food companies. We combine a 100-year history of making quality food with agility and a relentless focus on collaboration and innovation. The Company’s portfolio is continuously evolving to satisfy consumers’ ever-changing food preferences. Conagra’s brands include Birds Eye®, Duncan Hines®, Healthy Choice®, Marie Callender’s®, Reddi-wip®, Slim Jim®, Angie’s® BOOMCHICKAPOP®, and many more.
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Trends Impacting Our Business
Our industry continues to be impacted by weak consumer sentiment, inflation, commodity cost fluctuations, supply chain pressures, trade and regulatory uncertainty, and other global macroeconomic challenges. In the first quarter of fiscal 2027, we experienced increased oil prices and higher logistics and fuel costs, which were partially offset by certain commodity price decreases and tariff refunds, our on-going productivity initiatives, and targeted pricing actions.
We expect to have implemented additional targeted price increases to help offset input cost inflation by the end of the first half of fiscal 2027. Throughout fiscal 2027, continued consumer sensitivity to price increases may negatively impact our volumes. We continue to evaluate the evolving macroeconomic environment and take action to mitigate negative impacts on our business, consolidated results of operations, and financial condition. For example, we have increased advertising and promotion investment to drive category and brand awareness.
Fiscal 2027 First Quarter Results
The first quarter of fiscal 2027 compared to fiscal 2026 reflected lower net sales. On an organic basis, which excludes the impact of divestitures and foreign exchange, net sales increases in our Foodservice and International segments were more than offset by decreases in our Grocery & Snacks and Refrigerated & Frozen segments. Gross profit decreased primarily due to lower net sales, input cost inflation, and unfavorable operating leverage, partially offset by productivity.
Segment operating profit decreased in our Grocery & Snacks, Refrigerated & Frozen, and International segments, slightly offset by an increase in our Foodservice segment. Selling, general and administrative (“SG&A”) expenses increased due to items impacting comparability, partially offset by lower incentive compensation expense. Compared to the first quarter of fiscal 2026, we recognized lower interest expense, higher equity method investment earnings, and lower income tax expense. Excluding items impacting comparability, our effective tax rate was slightly lower than the first quarter of fiscal 2026.
Diluted earnings per share were $0.36 and $0.34 in the first quarter of fiscal 2027 and 2026, respectively. The increase in diluted earnings per share reflected higher net income.
See “Items Impacting Comparability” below as several items affected the comparability of year-over-year results.
Items Impacting Comparability
Segment presentation of gains and losses from derivatives used for economic hedging of anticipated commodity input costs and foreign currency exchange rate risks of anticipated transactions is discussed in further detail in Note 7, “Derivative Financial Instruments”, to the Condensed Consolidated Financial Statements contained in this report. We had $5.2 million and $2.2 million of derivative losses in the first quarter of fiscal 2027 and 2026, respectively, which were included in general corporate expenses and reflected as items impacting comparability.
Other items of note impacting comparability for the first quarter of fiscal 2027 included the following:
| ● | charges totaling $9.7 million ($7.4 million after-tax) in connection with our restructuring activities, |
| ● | net charges of $8.1 million ($6.1 million after-tax) related to legacy legal matters, |
| ● | charges totaling $3.5 million ($3.3 million after-tax) related to executive transitions, and |
| ● | charges totaling $3.0 million ($2.3 million after-tax) related to environmental matters. |
Items of note impacting comparability for the first quarter of fiscal 2026 included the following:
| ● | net gain of $42.4 million ($20.4 million after-tax loss) associated with the divestiture of our Chef Boyardee® and frozen fish businesses and |
| ● | charges totaling $4.4 million ($3.3 million after-tax) in connection with our restructuring plans. |
SEGMENT REVIEW
We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice.
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Grocery & Snacks
The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States.
Refrigerated & Frozen
The Refrigerated & Frozen reporting segment principally includes branded, temperature-controlled food products sold in various retail channels in the United States.
International
The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States.
Foodservice
The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a variety of custom-manufactured culinary products that are packaged for sale to restaurants and other foodservice establishments primarily in the United States.
Net Sales
| | Net Sales | ||||||
($ in millions) | | Thirteen Weeks Ended | ||||||
Reporting Segment | | August 30, 2026 | | August 24, 2025 | | % Inc (Dec) | ||
Grocery & Snacks | | $ | 1,051.1 | | $ | 1,079.6 | | (2.6)% |
Refrigerated & Frozen | | | 1,053.8 | | | 1,076.2 | | (2.1)% |
International | | | 218.1 | | | 212.3 | | 2.7% |
Foodservice | | | 272.9 | | | 264.5 | | 3.2% |
Total | | $ | 2,595.9 | | $ | 2,632.6 | | (1.4)% |
Net sales for the first quarter of fiscal 2027 in our Grocery & Snacks segment included a decrease in organic volume of 5.4% and an increase in price/mix of 3.4%, primarily due to inflation-driven pricing and corresponding elasticity impacts. The first quarter of fiscal 2026 included $7.0 million of net sales related to our Chef Boyardee® business, which was sold in the first quarter of fiscal 2026.
Net sales for the first quarter of fiscal 2027 in our Refrigerated & Frozen segment reflected a decrease in price/mix of 1.5% and a decrease in organic volume of 0.1% when compared to the first quarter of fiscal 2026. The decrease in price/mix was driven by unfavorable product mix. The first quarter of fiscal 2026 included $4.9 million of net sales related to our frozen fish business, which was sold in the first quarter of fiscal 2026.
Net sales for the first quarter of fiscal 2027 in our International segment reflected a 2.4% increase due to favorable foreign exchange rates, a 1.6% increase in organic price/mix, and a 0.7% decrease in organic volume, in each case compared to the first quarter of fiscal 2026. The increase in price/mix and decrease in volume was primarily due to inflation-driven pricing and corresponding elasticity impacts. The favorable foreign exchange rates were primarily due to the strength of the US dollar relative to the Mexican Peso in comparison to the first quarter of fiscal 2026.
Net sales for the first quarter of fiscal 2027 in our Foodservice segment reflected an increase in organic volume of 2.5%, when compared to the first quarter of fiscal 2026, primarily due to timing of customer orders. Organic price/mix increased by 0.8% compared to the first quarter of fiscal 2026.
SG&A Expenses (includes general corporate expenses)
SG&A expenses totaled $350.3 million for the first quarter of fiscal 2027, an increase of $14.7 million, as compared to the first quarter of fiscal 2026. SG&A expenses for the first quarter of fiscal 2027 reflected the following:
Items impacting comparability of earnings
| ● | net charges of $16.3 million related to legacy legal matters, |
| ● | net charges of $6.8 million in connection with our restructuring activities, |
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| ● | charges of $3.5 million related to executive transitions, and |
| ● | charges totaling $3.0 million related to environmental matters. |
Other changes in expenses compared to the first quarter of fiscal 2026
| ● | an increase in advertising and promotion expense of $8.0 million, |
| ● | a decrease in share-based payment expense of $7.3 million, |
| ● | a decrease in short-term incentive expense of $7.1 million, |
| ● | a decrease in salary, wage, and fringe benefit expense of $4.9 million, and |
| ● | a decrease in deferred compensation expense of $4.2 million primarily due to market volatility between periods. |
SG&A expenses for the first quarter of fiscal 2026 included the following items impacting comparability of earnings:
| ● | net charges of $3.7 million in connection with our restructuring plans and |
| ● | net benefit of $2.4 million related to legacy legal matters. |
Segment Operating Profit
| | Segment Operating Profit 1 | ||||||
($ in millions) | | Thirteen Weeks Ended | ||||||
Reporting Segment | | August 30, 2026 | | August 24, 2025 | | % Inc (Dec) | ||
Grocery & Snacks | | $ | 204.9 | | $ | 220.8 | | (7.2)% |
Refrigerated & Frozen | | | 99.6 | | | 114.4 | | (13.0)% |
International | | | 34.4 | | | 37.7 | | (8.6)% |
Foodservice | | | 30.9 | | | 27.7 | | 11.4% |
1 Segment operating profit is defined as operating profit excluding the effect of items impacting comparability. See Note 16, “Business Segments and Related Information”, to the Condensed Consolidated Financial Statements contained in this report for further discussion.
Segment operating profit in our Grocery & Snacks segment for the first quarter of fiscal 2027 reflected a decrease in gross profits of $13.1 million compared to the first quarter of fiscal 2026. The decrease in gross profits was driven by lower organic net sales, the negative impacts of input cost inflation, and unfavorable operating leverage, partially offset by productivity. The decrease in operating profit for the first quarter of fiscal 2027 included an increase of $2.1 million in advertising and promotion expenses.
Segment operating profit in our Refrigerated & Frozen segment for the first quarter of fiscal 2027 reflected a decrease in gross profits of $15.5 million compared to the first quarter of fiscal 2026. The decrease was driven by lower organic net sales, the negative impacts of input cost inflation, and unfavorable operating leverage, partially offset by productivity. The decrease in operating profit for the first quarter of fiscal 2027 included an increase of $2.8 million in advertising and promotion expenses.
Segment operating profit in our International segment for the first quarter of fiscal 2027 reflected a decrease in gross profits of $0.7 million when compared to the first quarter of fiscal 2026. The slight decrease was driven by the negative impacts of input cost inflation, partially offset by an increase in organic net sales, and productivity. The decrease in operating profit for the first quarter of fiscal 2027 included an increase of $1.6 million in advertising and promotion expenses and the impact of unfavorable foreign exchange rates.
Segment operating profit in our Foodservice segment for the first quarter of fiscal 2027 reflected an increase in gross profits of $4.4 million when compared to the first quarter of fiscal 2026. The increase in gross profit was driven by the increase in organic net sales and productivity, partially offset by the negative impacts of input cost inflation.
Pension and Postretirement Non-service Income
In the first quarter of fiscal 2027 and 2026, pension and postretirement non-service income was $5.9 million and $6.1 million, respectively.
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Interest Expense, Net
Net interest expense was $91.8 million and $93.8 million for the first quarter of fiscal 2027 and 2026, respectively. The decrease was driven by an overall reduction of our debt balances. See Note 4, “Debt and Revolving Credit Facility”, to the Condensed Consolidated Financial Statements contained in this report for further discussion.
Equity Method Investment Earnings
Equity method investment earnings were $50.4 million and $29.4 million for the first quarter of fiscal 2027 and 2026, respectively. Ardent Mills earnings for the first quarter of fiscal 2027 reflected favorable market conditions and the joint venture’s effective management through the recent volatility in the wheat markets.
Income Taxes
In the first quarter of fiscal 2027 and 2026, we recognized income tax expense of $58.6 million and $124.6 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was approximately 25.2% and 43.1% for the first quarter of fiscal 2027 and 2026, respectively. See Note 11, “Income Taxes”, to the Condensed Consolidated Financial Statements contained in this report for a discussion on the change in effective tax rates.
Earnings Per Share
Diluted earnings per share in the first quarter of fiscal 2027 and 2026 were $0.36 and $0.34, respectively. The increase in the first quarter of fiscal 2027 reflected higher net income. See “Items Impacting Comparability” above as several items affected the comparability of year-over-year results of operations.
LIQUIDITY AND CAPITAL RESOURCES
Sources of Liquidity and Capital
The primary objective of our financing strategy is to maintain a prudent capital structure that provides us flexibility to pursue our growth objectives. We use a combination of equity and short- and long-term debt. We use short-term debt principally to finance ongoing operations, including our seasonal requirements for working capital (accounts receivable, prepaid expenses and other current assets, and inventories, less accounts and other payables, accrued payroll, and other accrued liabilities). We strive to maintain solid investment grade credit ratings.
Management believes that existing cash balances, cash flows from operations, existing credit facilities, our commercial paper program, and access to capital markets will provide sufficient liquidity to meet our debt obligations, including any repayment of debt or refinancing of debt, working capital needs, planned capital expenditures, other contractual obligations, and payment of anticipated quarterly dividends for at least the next twelve months and the foreseeable future thereafter.
Borrowing Facilities and Long-Term Debt
At August 30, 2026, we had a revolving credit facility (the “Revolving Credit Facility”) with a syndicate of financial institutions providing for a maximum aggregate principal amount outstanding at any one time of $2.0 billion (subject to increase to a maximum aggregate principal amount of $2.5 billion with the consent of the lenders). The Revolving Credit Facility terminated and replaced our prior revolving credit facility in the first quarter of fiscal 2026. The Revolving Credit Facility matures on June 27, 2030 and is unsecured. The Company may request the term of the Revolving Credit Facility be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. We have historically used a credit facility principally as a back-up for our commercial paper program. As of August 30, 2026, there were no outstanding borrowings under the Revolving Credit Facility.
As of August 30, 2026 and May 31, 2026, we had no outstanding borrowings under our commercial paper program. The highest level of borrowings outstanding during the first quarter of fiscal 2027 was $306.0 million.
During the first quarter of fiscal 2027, we issued $500.0 million aggregate principal amount of 5.40% senior unsecured notes due August 1, 2031. Pending the application of the net proceeds toward the repayment of the outstanding senior unsecured notes maturing in October 2026, the net proceeds were used to reduce borrowings under our commercial paper program and invest in U.S. government securities, term deposits, money market mutual funds, marketable securities, short-term interest-bearing accounts or similar investments.
For additional information on our debt transactions, refer to Note 4, “Debt and Revolving Credit Facility”, to the Condensed Consolidated Financial Statements contained in this report and Note 4, “Long-Term Debt”, and Note 5, “Credit Facilities and Borrowings”, to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year
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ended May 31, 2026. The weighted average coupon interest rate of long-term debt obligations outstanding as of August 30, 2026 was approximately 5.0%.
We expect to maintain or have access to sufficient liquidity to retire or refinance long-term debt at maturity or otherwise, from operating cash flows, our commercial paper program, access to the capital markets, and our Revolving Credit Facility. We continuously evaluate opportunities to refinance our debt; however, any refinancing is subject to market conditions and other factors, including financing options that may be available to us from time to time, and there can be no assurance that we will be able to successfully refinance any debt on commercially acceptable terms at all. We have $500.0 million aggregate principal amount of 5.3% senior unsecured notes and $262.5 million aggregate principal amount of 7.125% senior unsecured notes maturing in October 2026 that we expect to pay using commercial paper and cash on hand.
As of the end of the first quarter of fiscal 2027, our senior long-term debt ratings were all investment grade. A significant downgrade in our credit ratings would not affect our ability to borrow amounts under the Revolving Credit Facility, although borrowing costs would increase. A downgrade of our short-term credit ratings would impact our ability to borrow under our commercial paper program by negatively impacting borrowing costs and causing shorter durations, as well as making access to commercial paper more difficult, or impossible.
Our most restrictive debt agreement (the Revolving Credit Facility) generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense not be less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.5 to 1.0. Each ratio is to be calculated on a rolling four-quarter basis. As of August 30, 2026, we were in compliance with these financial covenants.
Equity and Dividends
We repurchase shares of our common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board. Under our current share repurchase authorization, we may repurchase our shares periodically over several years, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. The share repurchase authorization has no expiration date. During the first quarter of fiscal 2027, we repurchased 2.7 million shares of our common stock under this authorization for an aggregate of $44.0 million. The Company’s total remaining share repurchase authorization as of August 30, 2026 was $793.6 million.
On September 2, 2026, the Company paid a quarterly cash dividend on shares of its common stock of $0.175 per share to stockholders of record as of close of business on July 30, 2026. On September 24, 2026, we announced that our Board had authorized a quarterly dividend of $0.175 per share to be paid on December 3, 2026 to stockholders of record as of the close of business on November 5, 2026.
Contractual Obligations
As part of our ongoing operations, we enter into contractual arrangements that obligate us to make future cash payments. These obligations impact our liquidity and capital resource needs. In addition to principal and interest payments on our outstanding long-term debt and notes payable balances, discussed above, our contractual obligations primarily consist of lease payments, income taxes, pension and postretirement benefits, and unconditional purchase obligations. There were no material changes to our contractual obligations from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
Capital Expenditures
We continue to make investments in our business and operating facilities. Our estimate of capital expenditures for fiscal 2027 is approximately $550 million.
Cash Flows
During the first quarter of fiscal 2027, we generated $153.6 million of cash, which was the net result of $4.2 million used in operating activities, $109.7 million used in investing activities, $267.3 million generated from financing activities, and an increase of $0.2 million due to the effects of changes in foreign currency exchange rates.
Cash used in operating activities totaled $4.2 million in the first quarter of fiscal 2027 compared to cash generated from operating activities of $120.6 million in the first quarter of fiscal 2026. The decrease in operating cash flows for the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026 was primarily driven by higher litigation payments, net of recoveries, primarily related to cooking spray matters, and lower operating profits.
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Cash used in investing activities totaled $109.7 million in the first quarter of fiscal 2027 compared to cash generated from investing activities of $502.0 million in the first quarter of fiscal 2026. Investing activities in the first quarter of fiscal 2027 consisted primarily of capital expenditures totaling $123.7 million. Investing activities in the first quarter of fiscal 2026 consisted primarily of proceeds totaling $643.6 million from the sale of our Chef Boyardee® and frozen fish businesses, which were partially offset by capital expenditures totaling $146.8 million.
Cash generated from financing activities totaled $267.3 million and $7.2 million in the first quarter of fiscal 2027 and 2026, respectively. Financing activities in the first quarter of fiscal 2027 principally reflected the issuance of long-term debt totaling $500.0 million, cash dividends paid of $167.5 million, and common stock repurchases of $44.0 million. Financing activities in the first quarter of fiscal 2026 principally reflected the issuance of long-term debt totaling $1.0 billion, net short-term borrowing repayments of $763.2 million, cash dividends paid of $167.1 million, and common stock repurchases of $15.0 million.
Cash Held by International Subsidiaries
The Company had cash and cash equivalents of $371.6 million at August 30, 2026 and $218.0 million at May 31, 2026, of which $66.2 million at August 30, 2026 and $73.7 million at May 31, 2026 was held in foreign countries. A deferred tax liability is provided for certain undistributed foreign earnings that are not considered to be indefinitely reinvested or cannot be remitted in a tax-neutral transaction. Other undistributed foreign earnings are invested indefinitely and therefore we have not provided deferred taxes on those earnings.
CRITICAL ACCOUNTING ESTIMATES
For further discussion of our critical accounting estimates, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in Part II, Item 7, of our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The principal market risks affecting us are exposures to price fluctuations of commodity and energy inputs, interest rates, and foreign currencies.
Other than the changes noted below, there have been no material changes in our market risk during the thirteen weeks ended August 30, 2026. For additional information, refer to the “Quantitative and Qualitative Disclosures About Market Risk” section in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
Commodity Market Risk
We purchase commodity inputs such as wheat, corn, vegetable oils, pork, dairy products, and energy to be used in our operations. These commodities are subject to price fluctuations that may create price risk. We enter into commodity hedges to manage this price risk using physical forward contracts or derivative instruments. We have policies governing the hedging instruments our businesses may use. These policies include limiting the dollar risk exposure for each of our businesses. We also monitor the amount of associated counter-party credit risk for all non-exchange-traded transactions.
Interest Rate Risk
We may use interest rate swaps to manage the effect of interest rate changes on the fair value of our existing debt as well as the forecasted interest payments for the anticipated issuance of debt.
The carrying amount of long-term debt (including current installments) was $7.73 billion as of August 30, 2026. Based on current market rates, the fair value of this debt at August 30, 2026 was estimated at $7.48 billion. As of August 30, 2026, a 1% increase in the interest rates would decrease the fair value of our fixed rate debt by approximately $318.0 million, while a 1% decrease in interest rates would increase the fair value of our fixed rate debt by approximately $353.8 million.
Foreign Currency Risk
In order to reduce exposures for our processing activities related to changes in foreign currency exchange rates, we may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign denominated assets and liabilities.
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Effect of Hypothetical 10% Fluctuation
The potential gain or loss on the fair value of our outstanding commodity and foreign exchange contracts, assuming a hypothetical 10% fluctuation in commodity prices and foreign currency exchange rates, would have been (in millions):
| | Fair Value Impact | ||||
In Millions | | August 30, 2026 | | August 24, 2025 | ||
Energy commodities | | $ | 3.6 | | $ | 4.1 |
Agriculture commodities | | | 11.0 | | | 7.5 |
Foreign exchange | | | 9.2 | | | 10.1 |
It should be noted that any change in the fair value of our derivative contracts, real or hypothetical, would be significantly offset by an inverse change in the value of the underlying hedged items. In relation to foreign currency contracts, this hypothetical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management carried out an evaluation, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of August 30, 2026. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.
Internal Control Over Financial Reporting
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated any change in the Company’s internal control over financial reporting that occurred during the quarter ended August 30, 2026 and determined that there was no change in our internal control over financial reporting for the quarter ended August 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For additional information on legal proceedings, please refer to Note 16, “Contingencies”, to the financial statements contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 and Note 12, “Contingencies”, to the Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
A discussion of our risk factors can be found in Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 and in our other filings with the SEC. During the first quarter of fiscal 2027, there were no material changes to our previously disclosed risk factors.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents the total number of shares of common stock purchased during the first quarter of fiscal 2027, the average price paid per share, the total number of shares that were purchased as part of a publicly announced repurchase program, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:
Period | | Total Number of Shares Purchased | | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program 1 | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program 1 |
June 1, 2026 through June 28, 2026 | | — | | $ | — | | — | | $ | 837,578,000 |
June 29, 2026 through July 26, 2026 | | — | | $ | — | | — | | $ | 837,578,000 |
July 27, 2026 through August 30, 2026 | | 2,662,660 | | $ | 16.52 | | 2,662,660 | | $ | 793,578,000 |
Total Fiscal 2027 First Quarter Activity | | 2,662,660 | | $ | 16.52 | | 2,662,660 | | $ | 793,578,000 |
1 The Board approved a share repurchase program authorizing the Company to purchase shares of its common stock in December 2003, which share repurchase authorization has been subsequently increased from time to time. On June 27, 2018, we announced that the Board increased the amount of the share repurchase authorization by $1.0 billion. As of August 30, 2026, approximately $793.6 million of our common stock remained available for purchase under this authorization, which has no expiration. Under the share repurchase authorization, we may repurchase our shares periodically over several years, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions.
ITEM 5. OTHER INFORMATION
Trading Arrangements
ITEM 6. EXHIBITS
All documents referenced below were filed pursuant to the Securities Exchange Act of 1934, as amended, by Conagra Brands, Inc. (file number 001-07275), unless otherwise noted.
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31.2 | | |
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32 | | |
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101 |
| The following materials from Conagra Brands' Quarterly Report on Form 10-Q for the quarter ended August 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Unaudited Condensed Consolidated Financial Statements, and (vi) document and entity information. |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CONAGRA BRANDS, INC. | |
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| By: | /s/ DAVID S. MARBERGER |
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| David S. Marberger |
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| Executive Vice President and Chief Financial Officer |
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| By: | /s/ MELISSA C. NAPIER |
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| Melissa C. Napier |
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| Senior Vice President and Corporate Controller |
Dated this 30th day of September, 2026.
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Exhibit 10.1
FORM OF CEO RESTRICTED STOCK UNIT AGREEMENT
CONAGRA BRANDS, INC. 2023 STOCK PLAN
This Restricted Stock Unit Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).
1. Award Grant. Conagra hereby grants Restricted Stock Units (“RSUs”, and each such unit an “RSU”) to the Participant under the Conagra Brands, Inc. 2023 Stock Plan, as amended (the “Plan”), as follows, effective as of the Date of Grant set forth below:
Participant:
Number of RSUs:
Date of Grant:
Vesting Schedule:
Dividend Equivalents: Dividend equivalents on the RSUs will not be paid or accumulated.
Please read this Agreement and the Plan carefully. Conagra has caused this Agreement to be executed effective as of the Date of Grant. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. If the Participant does not wish to receive the grant of RSUs and/or the Participant does not consent and agree to the terms and conditions on which the RSUs are offered, as set forth in this Agreement and the Plan, then the Participant must reject the RSUs no later than 11:59 p.m., Pacific Time, on the 90th calendar day following the Date of Grant by (1) indicating the Participant's rejection on the "Grant Acceptance" page of the Merrill Lynch Benefits Online website or (2) contacting the Merrill Lynch call center. The RSUs will only be cancelled if the Participant takes one of these affirmative actions. The Participant's failure to validly reject the RSUs prior to the deadline will constitute the Participant's acceptance of the RSUs with its terms and conditions, as set forth in this Agreement and the Plan.
CONAGRA BRANDS, INC.
By: Date:
1.Definitions. Capitalized terms used in this Agreement without definition shall have the meanings set forth in the Plan unless otherwise specifically defined below or elsewhere in this Agreement.
(a)“Cause” shall have the same meaning as set forth in the letter agreement between the Company and Participant, dated April 8, 2026 (the “Letter Agreement”).
(b)“Continuous Employment” means the absence of any interruption or termination of employment with the Company and the performance of substantial services. Continuous Employment shall not be considered interrupted or terminated in the case of sick leave, short-term disability (as defined in the Company’s sole discretion), military leave or any other leave of absence approved by the Company unless and until there is a Separation from Service.
(c)“Disability” shall have the same meaning as “Permanent Disability” as set forth in the Letter Agreement.
(d)“Good Reason” shall have the same meaning as set forth in the Letter Agreement.
(e)“Involuntary Termination” means a Separation from Service by the Company without Cause.
(f)“Retirement” shall mean voluntary Separation from Service by Participant under the following conditions: (i) the Separation from Service occurs at least six months after the Date of Grant; (ii) the Participant provides at least six months prior written notice of retirement to the Participant’s manager and the Company’s Vice President, Total Rewards; and (iii) the Participant will have attained as of the retirement date (x) at least age 65, or (y) at least age 60 with five or more years of credited service with the Company.
(g)“Separation from Service,” “termination of employment” and similar terms shall have the same meaning as set forth in the Letter Agreement.
(h)“Settlement Amount” means one share of Stock for each Vested RSU.
(i)“Specified Employee” is as defined under Code Section 409A and Treasury Regulation Section 1.409A-1(i).
(j)“Successor Company” means any successor entity to the Company in connection with and following a Change of Control.
(k)“Successors” means the beneficiaries, executors, administrators, heirs, successors and assigns of a person.
2.Vesting of RSUs.
(a)Normal Vesting. Subject to the Plan and this Agreement, if the Participant has been in Continuous Employment through the respective Vesting Date(s) as set forth in Section 1, then the RSUs subject to such Vesting Date(s) shall become nonforfeitable (“vest”, “Vest” or similar terms).
(b)Termination of Employment. If, prior to the Vesting Date(s) set forth in Section 1, the Participant’s employment with the Company terminates:
(i)by reason of the Participant’s death, then all unvested RSUs evidenced by this Agreement, shall become Vested to the extent such RSUs have not previously been forfeited;
(ii)by reason of Disability, Good Reason, or Involuntary Termination (in each case, except as set forth in paragraph (iii) below), then a pro rata portion of the RSUs determined by (1) multiplying the total number of RSUs evidenced by this Agreement by a fraction, (x) the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Date of Grant and ending on the Participant’s Separation from Service and (y) the denominator of which is the total number of calendar days beginning on the Date of Grant and ending on the final Vesting Date, and taking the product (2) less any RSUs previously Vested or forfeited under this Agreement, rounded to the nearest whole number of RSUs, shall become Vested;
(iii) by reason of (A) Disability or Involuntary Termination (in each case, when the Participant will have attained at least age 65, or at least age 60 with five or more years of credited service with the Company) or (B) Retirement, then all unvested RSUs evidenced by this Agreement, shall become Vested to the extent such RSUs have not previously been forfeited;
(iv) for Cause, then all outstanding RSUs, whether Vested or unvested, shall be immediately forfeited without further consideration to the Participant; or
(v)by any reason of termination not set forth in paragraphs (i), (ii), (iii), or (iv) above, then all outstanding unvested RSUs shall be immediately forfeited without further consideration to the Participant.
(c)Accelerated Vesting in Connection with a Change of Control.
(i)If a Change of Control occurs and the Participant has been in Continuous Employment between the Date of Grant and the date of such Change of Control, then all unvested RSUs evidenced by this Agreement shall become Vested, except to the extent (A) such RSUs have previously been forfeited, or (B) a Replacement Award is provided to the Participant to replace, continue or adjust the outstanding RSUs (the “Replaced Award”). If the Participant’s employment with the Company (or any Successor Company) is terminated by the Participant for Good Reason or by the Company (or Successor Company) other than for Cause, in each case within a period of two years after the Change of Control, to the extent that the Replacement Award has not previously been Vested or forfeited, all RSUs evidenced by the Replacement Award shall become Vested.
(ii)For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (i.e., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to U.S. publicly traded equity securities of the Company (or any Successor Company) in the Change of Control (or another U.S. publicly traded entity that is affiliated with the Company (or any Successor Company) following the Change of Control), (D) the tax consequences of which for such Participant under the Code, if the Participant is subject to U.S. federal income tax under the Code, are not less favorable to the Participant than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change of control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or ceasing to be exempt from Code Section 409A. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding two sentences are satisfied. The determination of whether the conditions of this Section 2(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.
(iii) If a Replacement Award is provided, any outstanding RSUs that are not subject to a "substantial risk of forfeiture" (within the meaning of Code Section 409A) at the time of the Change of Control shall be deemed to be Vested at the time of such Change of Control.
(d)Forfeiture of Unvested RSUs. Subject to Section 2(b)(iv), any RSUs that have not Vested pursuant to Section 2(a), Section 2(b), or Section 2(c) as of the final Vesting Date shall be forfeited automatically and without further notice on such date (or earlier if, and on such date that, the Participant ceases to be in Continuous Employment prior to the final Vesting Date for any reason other than as described in Section 2(b) or Section 2(c)).
3.Settlement of RSUs.
(a)Time of Settlement. To the extent not previously forfeited or settled, the Company shall pay the Settlement Amount for each Vested RSU upon the earliest of the following dates:
| (i) | The Vesting Date for each applicable Vested RSU (or within 30 days thereafter); |
| (ii) | Within 60 days of the Participant’s death; |
| (iii) | Within 60 days of the Participant’s Separation from Service by reason of Disability, Involuntary Termination, Retirement, or Good Reason; and |
| (iv) | A Change in Control provided such Change of Control would qualify as a permissible date of distribution under Code Section 409A(a)(2)(A)(v), and the regulations thereunder. |
Notwithstanding any provision in this Agreement, the settlement of such RSUs pursuant to this Section 3(a) shall in all events occur within the short-term deferral period set forth in Treasury Regulation Section 1.409A-1(b)(4).
(b)Payment of Taxes Upon Settlement. As a condition of the delivery of the Settlement Amount, the Participant agrees that the Company shall withhold a sufficient number of shares of Stock from the Settlement Amount any taxes required to be withheld by the Company under Federal, State or local law as a result of the settlement of the RSUs in an amount sufficient to satisfy the minimum amount of taxes that is required to be withheld. To the extent permitted under the Plan, the Committee may allow for additional withholding of taxes.
(c)Specified Employee. Notwithstanding anything (including any provision of this Agreement or the Plan) to the contrary, if the Participant is a Specified Employee and if the RSUs are subject to Code Section 409A, settlement of the Participant’s RSUs on account of a Separation from Service shall be delayed for a period of six months to the extent required to comply with Treasury Regulation Section 1.409A-3(i)(2). In the Company’s sole and absolute discretion, interest may be paid due to such delay. Further, any interest shall be calculated in the manner determined by the Company in its sole and absolute discretion in a manner that qualifies any interest as reasonable earnings under Code Section 409A. Dividend equivalents shall not be paid with respect to any dividends that would have been paid during the delay.
(d)Beneficiary Designation. In the case of the Participant’s death, settlement of the Participant’s RSUs will be made to the Participant’s designated beneficiary or, if no beneficiary is so designated, the Participant’s surviving spouse (if married) or estate (if not married).
4.Non-Transferability of RSUs. The RSUs may not be assigned, transferred, pledged or hypothecated in any manner (otherwise than by will or the laws of descent or distribution) nor may the Participant enter into any transaction for the purpose of, or which has the effect of, reducing the market risk of holding the RSUs by using puts, calls or similar financial techniques. The RSUs subject to this Agreement may be settled during the lifetime of the Participant only with the Participant or the Participant’s guardian or legal representative. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the RSUs or any related rights to the RSUs that is contrary to the provisions of this Agreement or the Plan, or upon the levy of any attachment or similar process upon the RSUs or such rights, the RSUs and such rights shall immediately become null and void. The terms of this Agreement shall be binding upon the Successors of the Participant.
5.Rights as Stockholder. The Participant, or his/her Successors, shall have no rights as a stockholder with respect to any RSUs covered by this Agreement, and, subject to Section 8, no adjustment shall be made for dividends or distributions or other rights in respect of such RSUs.
6.Forfeitures and Recoupment. In addition to this Agreement, the RSUs and any shares of Stock issued or transferred to the Participant pursuant to the RSUs shall be subject to and remain subject to any incentive compensation clawback or recoupment policies of the Company currently in effect or as may be adopted by the Company and, in each case, as may be amended from time to time (the “Policy”), to the extent the Policy is applicable to the Participant and such RSUs or Stock. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold the shares of Stock and other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail. Relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Policy from and after the effective date thereof.
7. No Dividend Equivalents. No dividend equivalents will be paid or accumulated on the RSUs.
8.Adjustments Upon Changes in Capitalization. In the event of any change in corporate capitalization, corporate transaction, sale or other disposition of assets or similar corporate transaction or event involving the Company as described in Section 5.5 of the Plan, the Committee shall make equitable adjustment as it determines necessary and appropriate in the number of RSUs subject to this Agreement and in the other terms of these RSUs; provided, however, that no fractional share shall be issued upon subsequent settlement of the RSUs.
9.Notices. Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal office in Chicago, Illinois, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to receive a Settlement Amount upon settlement of the RSUs shall be addressed to the Participant’s address and may be in written or electronic form. Anyone to whom a notice may be given under this Agreement may designate a new address by giving notice to the effect.
10.Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each Successor of the Company. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's Successors. This Agreement shall be the sole and exclusive source of any and all rights that the Participant or his/her Successors may have in respect to the Plan or this Agreement.
11.No Right to Continued Employment. Nothing in this Agreement shall interfere with or affect the rights of the Company or the Participant under any employment agreement or confer upon the Participant any right to continued employment with the Company.
12.Resolution of Disputes. Any dispute or disagreement that should arise under or as a result of or in any way related to the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive for all purposes. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the state of Delaware.
13.Section 409A Compliance. To the extent applicable, this Agreement is intended to comply with or be exempt from Code Section 409A and any regulations or notices provided thereunder. This Agreement and the Plan shall be interpreted in a manner consistent with this intent. The Company reserves the unilateral right to amend this Agreement on written notice to the Participant in order to comply with Code Section 409A. It is intended that all compensation and benefits payable or provided to Participant under this Agreement shall, to the extent required to comply with Code Section 409A, fully comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject the Participant to the additional tax, interest or penalties that may be imposed under Code Section 409A. None of the Company, its contractors, agents and employees, the Board and each member of the Board shall be liable for any consequences of any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder, unless such failure was the direct result of an action or failure to act that was undertaken by the Company in bad faith.
14.Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.
15.Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.
16.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
17.Additional Terms and Conditions.
(a)Conagra reserves the right to impose other requirements on the RSUs, any shares of Stock acquired pursuant to the RSUs, and the Participant’s participation in the Plan, to the extent Conagra determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan. Such requirements
may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
(b)Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. For purpose of clarification, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.
Exhibit 10.2
FORM OF CEO PERFORMANCE SHARE AGREEMENT
CONAGRA BRANDS, INC. 2023 STOCK PLAN
This Performance Shares Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).
Award Grant. Conagra hereby grants Performance Shares to the Participant under the Conagra Brands, Inc. 2023 Stock Plan, as amended (the “Plan”), as follows, effective as of the Date of Grant set forth below:
Participant:
Number of Performance Shares
(at Target Performance):
Date of Grant:
3-Year Performance Period:
Dividend Equivalents: Dividend equivalents will be paid on earned Performance Shares.
Please read this Agreement and the Plan carefully. Conagra has caused this Agreement to be executed effective as of the Date of Grant. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. If the Participant does not wish to receive the grant of Performance Shares and/or the Participant does not consent and agree to the terms and conditions on which the Performance Shares are offered, as set forth in this Agreement and the Plan, then the Participant must reject the Performance Shares no later than 11:59 p.m., Pacific Time, on the 90th calendar day following the Date of Grant by (1) indicating the Participant's rejection on the "Grant Acceptance" page of the Merrill Lynch Benefits Online website or (2) contacting the Merrill Lynch call center. The Performance Shares will only be cancelled if the Participant takes one of these affirmative actions. The Participant's failure to validly reject the Performance Shares prior to the deadline will constitute the Participant's acceptance of the Performance Shares with its terms and conditions, as set forth in this Agreement and the Plan.
CONAGRA BRANDS, INC.
By: Date:
1.Definitions. Capitalized terms used in this Agreement without definition shall have the meanings set forth in the Plan unless otherwise specifically defined below or elsewhere in this Agreement.
(a)“Cause” shall have the same meaning as set forth in the letter agreement between the Company and Participant, dated April 8, 2026 (the “Letter Agreement”).
(b)“Disability” shall have the same meaning as “Permanent Disability” as set forth in the Letter Agreement.
(c)“Good Reason” shall have the same meaning as set forth in the Letter Agreement.
(d)“Involuntary Termination” means a Separation from Service by the Company without Cause.
(e)“Retirement” means voluntary Separation from Service by the Participant under the following conditions: (i) the Separation from Service occurs at least six months after the Date of Grant; (ii) the Participant provides at least six months prior written notice of retirement to the Participant’s manager and the Company’s Vice President, Total Rewards; and (iii) the Participant will have attained as of the retirement date (x) at least age 65, or (y) at least age 60 with five or more years of credited service with the Company.
(f)“Separation from Service,” “termination of employment,” and similar terms shall have the same meaning as set forth in the Letter Agreement.
(g)“Successor Company” means any successor entity to the Company in connection with and following a Change of Control.
(h)“Successors” means the beneficiaries, executors, administrators, heirs, successors and assigns of a person.
2.Performance Goals. Exhibit A to this Agreement sets for the performance goals and other terms and conditions relating to the Performance Shares. The actual number of shares earned by the Participant will be determined at the end of the Performance Period based on attainment of the performance goals and other conditions and as certified in writing by the Committee. Actual performance ranging between threshold and target (or target and maximum) will be interpolated.
3.Settlement of Performance Shares.
(a)Except as provided under Section 3(b) and Section 5 below, the Participant’s earned Performance Shares shall be settled by delivery of one share of Stock for each earned Performance Share during the calendar year in which the Performance Period ends and following the Committee’s certification in writing that the applicable performance goals have been met.
(b)The Participant’s Performance Shares will be settled earlier than the end of the Performance Period upon the Participant’s death (as provided under Section 4(b)(i)) or upon a Change of Control (as provided under Section 5).
(c)Dividend equivalents will be paid in Stock on earned Performance Shares at the same time the Performance Shares are settled. The amount of dividend equivalents for each Performance Share earned shall equal the dividends paid on one share of Stock during the period between the beginning of the Performance Period and the date of distribution.
(d)Fractional shares equal to or greater than one-half share shall be rounded up to the next whole share and any fractional share less than one-half shall be rounded down to the next whole share.
4.Termination of Employment.
(a)If the Participant incurs a Separation from Service with the Company prior to the end of the Performance Period for any reason other than provided in Section 4(b) below, the Performance Shares (and all dividend equivalents) subject to this Agreement shall be immediately forfeited automatically and without further notice on such Separation from Service.
(b) (i) If the Participant incurs a Separation from Service with the Company prior to the end of the Performance Period by reason of death, then (to the extent such Performance Shares have not previously been forfeited) the Performance Shares shall be deemed earned upon death and at the target performance level, without proration, and shall be settled within 2-1/2 months following the Participant’s date of death. The non-retained portion of such Performance Shares shall be forfeited upon the Participant’s Separation from Service.
(ii) If the Participant incurs a Separation from Service with the Company prior to the end of the Performance Period by reason of the Participant’s (A) Retirement or (B) Disability or Involuntary Termination (in each case, when the Participant will have attained as of the termination date at least age 65, or at least age 60 with five or more years of credited service with the Company), then (to the extent such Performance Shares have not previously been forfeited) the Participant shall remain eligible to earn the Performance Shares, at the performance level certified by the Committee and without pro ration. Such shares shall be deemed to be earned at the end of the Performance Period and shall be settled at the same time as other Plan participants.
(iii)If the Participant incurs a Separation from Service with the Company prior to the end of the Performance Period by reason of the Participant’s (x) Good Reason or (y) Disability or Involuntary Termination (except as set forth in paragraph (ii) above), then the Participant shall remain eligible to earn a pro rata portion of the Performance Shares, at the performance level certified by the Committee, determined by (1) multiplying the total number of earned Performance Shares, by a fraction, (x) the
numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the first day of the Performance Period and ending on the Participant’s Separation from Service and (y) the denominator of which is the total number of calendar days during the Performance Period, and taking the product (2) less any Performance Shares previously vested or forfeited under this Agreement (rounded to the nearest whole number of Performance Shares). Such shares shall be deemed to be earned at the end of the Performance Period and shall be settled at the same time as other Plan participants. The non-retained portion of such Performance Shares shall be forfeited upon the Participant’s Separation from Service.
5.Change of Control.
(a)If a Change of Control occurs prior to the end of the Performance Period, and the Participant has not yet earned or forfeited such Participant’s Performance Shares as of the date of such Change of Control, then the amount of the Participant’s outstanding Performance Shares shall be determined as of the Change of Control in an amount equal to the Change of Control Value. The “Change of Control Value” shall mean the volume weighted average price of the Company’s common stock on the New York Stock Exchange for the five business days immediately preceding the closing date of the Change of Control multiplied by the number of Performance Shares that would have been earned for the full Performance Period, based on the greater of (1) Company performance for the Performance Period against the target performance, calculated as if the Performance Period ended on the last day of the Company’s fiscal period that ended immediately preceding the date of the Change of Control and (2) Company performance at the targeted level for the Performance Period. In addition, the Performance Shares shall be subject to the following terms set forth below, as applicable. As used below, “Replacement Award” means an award (A) that vests or is earned based solely on the passage of time and has a value equal to the Change of Control Value, (B) that relates to U.S. publicly traded equity securities of the Successor Company in the Change of Control, (C) the tax consequences of which for such Participant under the Code, if the Participant is subject to U.S. federal income tax under the Code, are not less favorable to the Participant than the tax consequences of the Replaced Award, and (D) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change of control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or ceasing to be exempt from Code Section 409A. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding two sentences are satisfied. The determination of whether the conditions of this paragraph are satisfied will be made in good faith by the Committee, as constituted immediately before the Change of Control, in its sole discretion.
(b) If no Replacement Award is provided to the Participant to replace, continue or adjust the Participant’s outstanding Performance Shares (the “Replaced Award”), the Participant will be deemed to have earned, as of the Change of Control, a cash payment equal in value to the Change of Control Value. Such cash payment, when made, will be in full
satisfaction of the Performance Shares to which such payment relates. Such earned cash payment shall be paid to the Participant on the date of the Change of Control; provided, however, that if such Change of Control would not qualify as a permissible date of distribution under Code Section 409(a)(2)(A)(v), and the regulations thereunder, and where Code Section 409A applies to such distribution, the Participant will receive such earned cash payment on the date that would have otherwise applied pursuant to this Agreement as though such Change of Control had not occurred.
(c) If a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and the Participant continues employment with the Successor Company after the Change of Control through the end of the Performance Period, the Replacement Award will be deemed earned at the end of the Performance Period. The settlement of the earned Replacement Award shall be made in the shares of stock provided for in such Replacement Award during the calendar year in which the Performance Period ends and in full satisfaction of such Replacement Award.
(d) If a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and the Participant continues employment with the Successor Company after the Change of Control, but the Participant dies prior to the end of the Performance Period, the Replacement Award will be deemed earned as of the Participant’s death. The settlement of the earned Replacement Award shall be made in the shares of stock provided for in such Replacement Award within 2-1/2 months following the Participant’s date of death and in full satisfaction of such Replacement Award.
(e) Notwithstanding anything in this Agreement to the contrary, if a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and (A) the Participant’s employment with the Successor Company is terminated by the Participant for Good Reason or by the Successor Company other than for Cause, (B) the Participant terminates employment due to Retirement, or (C) the Participant’s employment with the Successor Company is terminated due to Disability, in each case within a period of two years after the Change of Control but prior to the end of the Performance Period, the Replacement Award shall be deemed 100% earned at the end of the Performance Period.
The Participant will be paid such earned Replacement Award in shares of stock provided for under such Replacement Award during the calendar year in which the Performance Period ends and in full satisfaction of such Replacement Award.
(f) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding Performance Shares that, at the time of the Change of Control, are not subject to a “substantial risk of forfeiture” (within the meaning of Code Section 409A) shall be deemed to be earned at the time of such Change of Control and shall be paid in accordance with Section 5(b)’s payment timing provisions in shares of stock provided for in such Replacement Award in full satisfaction of such Replacement Award.
6.Payment of Taxes Upon Settlement. As a condition of the delivery of the payment under this Agreement, the Participant agrees that the Company shall withhold a sufficient
number of shares of Stock or cash from such payment for any taxes required to be withheld by the Company under Federal, State or local law as a result of the settlement of the Performance Shares in an amount sufficient to satisfy the minimum amount of taxes that is required to be withheld. To the extent permitted under the Plan, the Committee may allow for additional withholding of taxes.
7.Beneficiary Designation. In the case of the Participant’s death, settlement of the Participant’s Performance Shares will be made to the Participant’s designated beneficiary or, if no beneficiary is so designated, the Participant’s surviving spouse (if married) or estate (if not married).
8.Non-Transferability of Performance Shares. The Performance Shares may not be assigned, transferred, pledged or hypothecated in any manner (otherwise than by will or the laws of descent or distribution) nor may the Participant enter into any transaction for the purpose of, or which has the effect of, reducing the market risk of holding the Performance Shares by using puts, calls or similar financial techniques. The Performance Shares subject to this Agreement may be settled during the lifetime of the Participant only with the Participant or the Participant’s guardian or legal representative. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the Performance Shares or any related rights to the Performance Shares that is contrary to the provisions of this Agreement or the Plan, or upon the levy of any attachment or similar process upon the Performance Shares or such rights, the Performance Shares and such rights shall immediately become null and void. The terms of this Agreement shall be binding upon the Successors of the Participant.
9.Rights as Stockholder. The Participant, or his/her Successors, shall have no rights as a stockholder with respect to any Performance Shares covered by this Agreement.
10.Forfeitures and Recoupment. In addition to this Agreement, the Performance Shares and any shares of Stock issued or transferred to the Participant, or any cash paid to the Participant, pursuant to the Performance Shares shall be subject to and remain subject to any incentive compensation clawback or recoupment policies of the Company currently in effect or as may be adopted by the Company and, in each case, as may be amended from time to time (the “Policy”), to the extent the Policy is applicable to the Participant and such Performance Shares, Stock or cash. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold the shares of Stock and other amounts acquired pursuant to the Performance Shares to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail. Relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Policy from and after the effective date thereof.
11.Adjustments Upon Changes in Capitalization. In the event of any change in corporate capitalization, corporate transaction, sale or other disposition of assets or similar corporate transaction or event involving the Company as described in Section 5.5 of the Plan, the Committee shall make equitable adjustment as it determines necessary and appropriate in the
number of Performance Shares subject to this Agreement and in the other terms of these Performance Shares; provided, however, that no fractional share shall be issued upon subsequent settlement of the Performance Shares.
12.Notices. Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal office in Chicago, Illinois, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to receive a payment under this Agreement upon settlement of the Performance Shares shall be addressed to the Participant’s address and may be in written or electronic form. Anyone to whom a notice may be given under this Agreement may designate a new address by giving notice to the effect.
13.Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each Successor of the Company. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's Successors. This Agreement shall be the sole and exclusive source of any and all rights that the Participant or his/her Successors may have in respect to the Plan or this Agreement.
14.No Right to Continued Employment. Nothing in this Agreement shall interfere with or affect the rights of the Company or the Participant under any employment agreement or confer upon the Participant any right to continued employment with the Company.
15.Resolution of Disputes. Any dispute or disagreement that should arise under or as a result of or in any way related to the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive for all purposes. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the state of Delaware.
16.Section 409A Compliance. To the extent applicable, this Agreement is intended to comply with or be exempt from Code Section 409A and any regulations or notices provided thereunder. This Agreement and the Plan shall be interpreted in a manner consistent with this intent. The Company reserves the unilateral right to amend this Agreement on written notice to the Participant in order to comply with Code Section 409A. It is intended that all compensation and benefits payable or provided to Participant under this Agreement shall, to the extent required to comply with Code Section 409A, fully comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject the Participant to the additional tax, interest or penalties that may be imposed under Code Section 409A. None of the Company, its contractors, agents and employees, the Board and each member of the Board shall be liable for any consequences of any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder, unless such failure was the direct result of an action or failure to act that was undertaken by the Company in bad faith.
17.Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.
18.Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.
19.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the Performance Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
20.Additional Terms and Conditions.
(a)Conagra reserves the right to impose other requirements on the Performance Shares, any shares of Stock or cash acquired pursuant to the Performance Shares, and the Participant’s participation in the Plan, to the extent Conagra determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Performance Shares and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
(b)Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. For purpose of clarification, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.
Exhibit 10.3
FORM OF RESTRICTED STOCK UNIT AGREEMENT
CONAGRA BRANDS, INC. 2023 STOCK PLAN
This Restricted Stock Unit Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).
Award Grant. Conagra hereby grants Restricted Stock Units (“RSUs”, and each such unit an “RSU”) to the Participant under the Conagra Brands, Inc. 2023 Stock Plan, as amended (the “Plan”), as follows, effective as of the Date of Grant set forth below:
Participant:
Number of RSUs:
Date of Grant:
Vesting Schedule:
Dividend Equivalents: Dividend equivalents on the RSUs will not be paid or accumulated.
Please read this Agreement and the Plan carefully. Conagra has caused this Agreement to be executed effective as of the Date of Grant. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. If the Participant does not wish to receive the grant of RSUs and/or the Participant does not consent and agree to the terms and conditions on which the RSUs are offered, as set forth in this Agreement and the Plan, then the Participant must reject the RSUs no later than 11:59 p.m., Pacific Time, on the 90th calendar day following the Date of Grant by (1) indicating the Participant's rejection on the "Grant Acceptance" page of the Merrill Lynch Benefits Online website or (2) contacting the Merrill Lynch call center. The RSUs will only be cancelled if the Participant takes one of these affirmative actions. The Participant's failure to validly reject the RSUs prior to the deadline will constitute the Participant's acceptance of the RSUs with its terms and conditions, as set forth in this Agreement and the Plan.
CONAGRA BRANDS, INC.
By: Date:
1.Definitions. Capitalized terms used in this Agreement without definition shall have the meanings set forth in the Plan unless otherwise specifically defined below or elsewhere in this Agreement.
(a)“Cause” shall have the same meaning as set forth in the Participant’s employment agreement with the Company or, if the Participant is not a party to an employment agreement, such term shall mean: (i) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company (other than any such failure resulting from termination by the Participant for Good Reason, as defined below) after a demand for substantial performance is delivered to the Participant that specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant’s duties, and the Participant has failed to resume substantial performance of the Participant’s duties on a continuous basis within five days of receiving such demand; (ii) the willful engaging by the Participant in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or (iii) the Participant’s conviction of a felony or conviction of a misdemeanor that impairs the Participant’s ability to substantially perform the Participant’s duties with the Company. For the purposes of this definition, (x) no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company; and (y) any reference to the “Company” herein shall include a Successor Company, as applicable.
(b)“Continuous Employment” means the absence of any interruption or termination of employment with the Company and the performance of substantial services. Continuous Employment shall not be considered interrupted or terminated in the case of sick leave, short-term disability (as defined in the Company’s sole discretion), military leave or any other leave of absence approved by the Company unless and until there is a Separation from Service.
(c)“Disability” means that the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under the Company’s long term disability plan.
(d)“Divestiture” means a permanent disposition to a person other than the Company or a Subsidiary, whether such disposition is effected by means of a sale of assets or a sale of Subsidiary stock or otherwise, of: (i) a plant at which the Participant performs a majority of the Participant’s services, (ii) any discrete organizational unit, division or business of the Company with which the Participant's employment is principally associated, or (iii) assets or stock of a Subsidiary, in each case that is determined by the Committee in its sole discretion to be treated as a "Divestiture" for purposes of this Agreement. However, “Divestiture” shall not include any event that constitutes a “Change of Control”.
(e)“Early Retirement” means voluntary Separation from Service by the Participant under the following conditions: (i) the Separation from Service occurs at least six months after the Date of Grant; (ii) the Participant provides at least six months prior written notice of retirement to the Participant’s manager and the Company’s Vice President,
Total Rewards; and (iii) the Participant will have attained as of the retirement date at least age 55 with ten or more years of credited service with the Company.
(f)“Involuntary Termination” means termination of a Participant’s service by the Company when (a) the Participant has met the conditions to receive severance under the Company’s Supplemental Unemployment Benefits Plan or Severance Pay Plan or (b) applicable local case, regulatory or statutory law requires partial vesting of the RSUs evidenced by this Agreement.
(g)“Normal Retirement” means voluntary Separation from Service by the Participant under the following conditions: (i) the Separation from Service occurs at least six months after the Date of Grant; (ii) the Participant provides at least six months prior written notice of retirement to the Participant’s manager and the Company’s Vice President, Total Rewards; and (iii) the Participant will have attained as of the retirement date (x) at least age 65, or (y) at least age 60 with five or more years of credited service with the Company.
(h)“Separation from Service,” “termination of employment,” and similar terms mean the date that the Participant “separates from service” within the meaning of Code Section 409A.
(i)“Settlement Amount” means one share of Stock for each Vested RSU.
(j)“Specified Employee” is as defined under Code Section 409A and Treasury Regulation Section 1.409A-1(i).
(k)“Successor Company” means any successor entity to the Company in connection with and following a Change of Control.
(l)“Successors” means the beneficiaries, executors, administrators, heirs, successors and assigns of a person.
2.Vesting of RSUs.
(a)Normal Vesting. Subject to the Plan and this Agreement, if the Participant has been in Continuous Employment through the respective Vesting Date(s) as set forth in Section 1, then the RSUs subject to such Vesting Date(s) shall become nonforfeitable (“vest”, “Vest” or similar terms).
(b)Termination of Employment. If, prior to the Vesting Date(s) set forth in Section 1, the Participant’s employment with the Company terminates:
(i)by reason of the Participant’s death, then all unvested RSUs evidenced by this Agreement, shall become Vested to the extent such RSUs have not previously been forfeited;
(ii)by reason of (A) Early Retirement, or (B) Disability, or Involuntary Termination or Divestiture (in each case, except as set forth in paragraph (iii) below), then a pro rata portion of the RSUs determined by (1) multiplying the total number of RSUs evidenced by this Agreement by a fraction, (x) the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Date of Grant and ending on the Participant’s Separation from Service and (y) the denominator of which is the total number of calendar days beginning on the Date of Grant and ending on the final Vesting Date, and taking the product (2) less any RSUs previously Vested or forfeited under this Agreement, rounded to the nearest whole number of RSUs, shall become Vested;
(iii) by reason of (A) Disability or Involuntary Termination (in each case, when the Participant will have attained at least age 65, or at least age 60 with five or more years of credited service with the Company) or (B) Normal Retirement, then all unvested RSUs evidenced by this Agreement, shall become Vested to the extent such RSUs have not previously been forfeited;
(iv)for Cause, then all outstanding RSUs, whether Vested or unvested, shall be immediately forfeited without further consideration to the Participant; or
(v)by any reason of termination not set forth in paragraphs (i), (ii), (iii), or (iv) above, then all outstanding unvested RSUs shall be immediately forfeited without further consideration to the Participant.
(c)Accelerated Vesting in Connection with a Change of Control.
(i)If a Change of Control occurs and the Participant has been in Continuous Employment between the Date of Grant and the date of such Change of Control, then all unvested RSUs evidenced by this Agreement shall become Vested, except to the extent (A) such RSUs have previously been forfeited, or (B) a Replacement Award is provided to the Participant to replace, continue or adjust the outstanding RSUs (the “Replaced Award”). If the Participant’s employment with the Company (or any Successor Company) is terminated by the Participant for Good Reason or by the Company (or Successor Company) other than for Cause, in each case within a period of two years after the Change of Control, to the extent that the Replacement Award has not previously been Vested or forfeited, all RSUs evidenced by the Replacement Award shall become Vested.
(ii)For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (i.e., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to U.S. publicly traded equity securities of the Company (or any Successor Company) in the Change of Control (or another U.S. publicly traded entity that is affiliated with the Company (or any Successor Company) following the Change of Control), (D) the tax consequences of which for such Participant
under the Code, if the Participant is subject to U.S. federal income tax under the Code, are not less favorable to the Participant than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change of control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or ceasing to be exempt from Code Section 409A. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding two sentences are satisfied. The determination of whether the conditions of this Section 2(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.
(iii)For purposes of this Agreement, “Good Reason” shall have the same meaning as set forth in the Participant’s employment agreement with the Company or, if the Participant is not a party to an employment agreement, such term shall mean: (A) any material failure of the Company (or any Successor Company) to comply with and satisfy any of the terms of any employment or change of control (or similar) agreement between the Company (or any Successor Company) and the Participant pursuant to which the Participant provides services to the Company (or any Successor Company); (B) any significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control (and, for the avoidance of doubt, involuntary removal of the Participant from an officer position that the Participant holds immediately prior to the Change of Control will not, by itself, constitute a significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control); (C) any material involuntary reduction in the aggregate remuneration of the Participant as in effect immediately prior to the Change of Control; or (D) requiring the Participant to become based at any office or location more than the minimum number of miles required by the Code for the Participant to claim a moving expense deduction, from the office or location at which the Participant was based immediately prior to such Change of Control, except for travel reasonably required in the performance of the Participant’s responsibilities; provided, however, that no termination shall be deemed to be for Good Reason unless (x) the Participant provides the Company (or any Successor Company) with written notice setting forth the specific facts or circumstances constituting Good Reason within 90 days after the initial existence of the occurrence of such facts or circumstances, and (y) the Company (or any Successor Company) has failed to cure such facts or circumstances within 30 days of its receipt of such written notice.
(iv)If a Replacement Award is provided, any outstanding RSUs that are not subject to a "substantial risk of forfeiture" (within the meaning of Code Section 409A) at the time of the Change of Control shall be deemed to be Vested at the time of such Change of Control.
(d)Forfeiture of Unvested RSUs. Subject to Section 2(b)(iv), any RSUs that have not Vested pursuant to Section 2(a), Section 2(b), or Section 2(c) as of the final Vesting Date shall be forfeited automatically and without further notice on such date (or earlier if, and on such date that, the Participant ceases to be in Continuous Employment prior to the final Vesting Date for any reason other than as described in Section 2(b) or Section 2(c)).
3.Settlement of RSUs.
(a)Time of Settlement. To the extent not previously forfeited or settled, the Company shall pay the Settlement Amount for each Vested RSU upon the earliest of the following dates:
| (i) | The Vesting Date for each applicable Vested RSU (or within 30 days thereafter); |
| (ii) | Within 60 days of the Participant’s death; |
| (iii) | Within 60 days of the Participant’s Separation from Service by reason of Early Retirement, Disability, Involuntary Termination, Divestiture, or Normal Retirement; and |
| (iv) | A Change in Control provided such Change of Control would qualify as a permissible date of distribution under Code Section 409A(a)(2)(A)(v), and the regulations thereunder. |
Notwithstanding any provision in this Agreement, the settlement of such RSUs pursuant to this Section 3(a) shall in all events occur within the short-term deferral period set forth in Treasury Regulation Section 1.409A-1(b)(4).
(b)Payment of Taxes Upon Settlement. As a condition of the delivery of the Settlement Amount, the Participant agrees that the Company shall withhold a sufficient number of shares of Stock from the Settlement Amount any taxes required to be withheld by the Company under Federal, State or local law as a result of the settlement of the RSUs in an amount sufficient to satisfy the minimum amount of taxes that is required to be withheld. To the extent permitted under the Plan, the Committee may allow for additional withholding of taxes.
(c)Specified Employee. Notwithstanding anything (including any provision of this Agreement or the Plan) to the contrary, if the Participant is a Specified Employee and if the RSUs are subject to Code Section 409A, settlement of the Participant’s RSUs on account of a Separation from Service shall be delayed for a period of six months to the extent required to comply with Treasury Regulation Section 1.409A-3(i)(2). In the Company’s sole and absolute discretion, interest may be paid due to such delay. Further, any interest shall be calculated in the manner determined by the Company in its sole and absolute discretion in a manner that qualifies any interest as reasonable earnings under Code Section 409A. Dividend equivalents shall not be paid with respect to any dividends that would have been paid during the delay.
(d)Beneficiary Designation. In the case of the Participant’s death, settlement of the Participant’s RSUs will be made to the Participant’s designated beneficiary or, if no beneficiary is so designated, the Participant’s surviving spouse (if married) or estate (if not married).
4.Non-Transferability of RSUs. The RSUs may not be assigned, transferred, pledged or hypothecated in any manner (otherwise than by will or the laws of descent or distribution) nor may the Participant enter into any transaction for the purpose of, or which has the effect of, reducing the market risk of holding the RSUs by using puts, calls or similar financial techniques. The RSUs subject to this Agreement may be settled during the lifetime of the Participant only with the Participant or the Participant’s guardian or legal representative. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the RSUs or any related rights to the RSUs that is contrary to the provisions of this Agreement or the Plan, or upon the levy of any attachment or similar process upon the RSUs or such rights, the RSUs and such rights shall immediately become null and void. The terms of this Agreement shall be binding upon the Successors of the Participant.
5.Rights as Stockholder. The Participant, or his/her Successors, shall have no rights as a stockholder with respect to any RSUs covered by this Agreement, and, subject to Section 8, no adjustment shall be made for dividends or distributions or other rights in respect of such RSUs.
6.Forfeitures and Recoupment. In addition to this Agreement, the RSUs and any shares of Stock issued or transferred to the Participant pursuant to the RSUs shall be subject to and remain subject to any incentive compensation clawback or recoupment policies of the Company currently in effect or as may be adopted by the Company and, in each case, as may be amended from time to time (the “Policy”), to the extent the Policy is applicable to the Participant and such RSUs or Stock. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold the shares of Stock and other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail. Relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Policy from and after the effective date thereof.
7. No Dividend Equivalents. No dividend equivalents will be paid or accumulated on the RSUs.
8.Adjustments Upon Changes in Capitalization. In the event of any change in corporate capitalization, corporate transaction, sale or other disposition of assets or similar corporate transaction or event involving the Company as described in Section 5.5 of the Plan, the Committee shall make equitable adjustment as it determines necessary and appropriate in the number of RSUs subject to this Agreement and in the other terms of these RSUs; provided, however, that no fractional share shall be issued upon subsequent settlement of the RSUs.
9.Notices. Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal office in Chicago, Illinois, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to receive a Settlement Amount upon settlement of the RSUs shall be addressed to the Participant’s address and may be in written or electronic form. Anyone to whom a notice may be given under this Agreement may designate a new address by giving notice to the effect.
10.Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each Successor of the Company. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's Successors. This Agreement shall be the sole and exclusive source of any and all rights that the Participant or his/her Successors may have in respect to the Plan or this Agreement.
11.No Right to Continued Employment. Nothing in this Agreement shall interfere with or affect the rights of the Company or the Participant under any employment agreement or confer upon the Participant any right to continued employment with the Company.
12.Resolution of Disputes. Any dispute or disagreement that should arise under or as a result of or in any way related to the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive for all purposes. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the state of Delaware.
13.Section 409A Compliance. To the extent applicable, this Agreement is intended to comply with or be exempt from Code Section 409A and any regulations or notices provided thereunder. This Agreement and the Plan shall be interpreted in a manner consistent with this intent. The Company reserves the unilateral right to amend this Agreement on written notice to the Participant in order to comply with Code Section 409A. It is intended that all compensation and benefits payable or provided to Participant under this Agreement shall, to the extent required to comply with Code Section 409A, fully comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject the Participant to the additional tax, interest or penalties that may be imposed under Code Section 409A. None of the Company, its contractors, agents and employees, the Board and each member of the Board shall be liable for any consequences of any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder, unless such failure was the direct result of an action or failure to act that was undertaken by the Company in bad faith.
14.Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.
15.Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or
otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.
16.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
17.Additional Terms and Conditions.
(a)Conagra reserves the right to impose other requirements on the RSUs, any shares of Stock acquired pursuant to the RSUs, and the Participant’s participation in the Plan, to the extent Conagra determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
(b)Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. For purpose of clarification, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.
Exhibit 10.4
FORM OF PERFORMANCE SHARE AGREEMENT
CONAGRA BRANDS, INC. 2023 STOCK PLAN
This Performance Shares Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).
Award Grant. Conagra hereby grants Performance Shares to the Participant under the Conagra Brands, Inc. 2023 Stock Plan, as amended (the “Plan”), as follows, effective as of the Date of Grant set forth below:
Participant:
Number of Performance Shares
(at Target Performance):
Date of Grant:
3-Year Performance Period:
Dividend Equivalents: Dividend equivalents will be paid on earned Performance Shares.
Please read this Agreement and the Plan carefully. Conagra has caused this Agreement to be executed effective as of the Date of Grant. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. If the Participant does not wish to receive the grant of Performance Shares and/or the Participant does not consent and agree to the terms and conditions on which the Performance Shares are offered, as set forth in this Agreement and the Plan, then the Participant must reject the Performance Shares no later than 11:59 p.m., Pacific Time, on the 90th calendar day following the Date of Grant by (1) indicating the Participant's rejection on the "Grant Acceptance" page of the Merrill Lynch Benefits Online website or (2) contacting the Merrill Lynch call center. The Performance Shares will only be cancelled if the Participant takes one of these affirmative actions. The Participant's failure to validly reject the Performance Shares prior to the deadline will constitute the Participant's acceptance of the Performance Shares with its terms and conditions, as set forth in this Agreement and the Plan.
CONAGRA BRANDS, INC.
By: Date:
1.Definitions. Capitalized terms used in this Agreement without definition shall have the meanings set forth in the Plan unless otherwise specifically defined below or elsewhere in this Agreement.
(a)“Cause” means: (i) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company (other than any such failure resulting from termination by the Participant for Good Reason, as defined below) after a demand for substantial performance is delivered to the Participant that specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant’s duties, and the Participant has failed to resume substantial performance of the Participant’s duties on a continuous basis within five days of receiving such demand; (ii) the willful engaging by the Participant in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or (iii) the Participant’s conviction of a felony or conviction of a misdemeanor that impairs the Participant’s ability to substantially perform the Participant’s duties with the Company. For the purposes of this definition, (y) no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company; and (z) any reference to the “Company” herein shall include a Successor Company, as applicable.
(b)“Disability” means that the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under the Company’s long term disability plan.
(c)“Early Retirement” means voluntary Separation from Service by the Participant under the following conditions: (i) the Separation from Service occurs at least six months after the Date of Grant; (ii) the Participant provides at least six months prior written notice of retirement to the Participant’s manager and the Company’s Vice President, Total Rewards; and (iii) the Participant will have attained as of the retirement date at least age 55 with ten or more years of credited service with the Company.
(d)“Involuntary Termination” means termination of a Participant’s service by the Company when (a) the Participant has met the conditions to receive severance under the Company’s Supplemental Unemployment Benefits Plan or Severance Pay Plan or (b) applicable local case, regulatory or statutory law requires partial vesting of the Performance Shares evidenced by this Agreement.
(e)“Normal Retirement” means voluntary Separation from Service by the Participant with the Company under the following conditions: (i) the Separation from Service occurs at least six months after the Date of Grant; (ii) the Participant provides at least six months prior written notice of retirement to the Participant’s manager and the Company’s Vice President, Total Rewards; and (iii) the Participant will have attained as of the retirement
date (x) at least age 65, or (y) at least age 60 with five or more years of credited service with the Company.
(f)“Separation from Service,” “termination of employment,” and similar terms mean the date that the Participant “separates from service” within the meaning of Code Section 409A.
(g)“Successor Company” means any successor entity to the Company in connection with and following a Change of Control.
(h)“Successors” means the beneficiaries, executors, administrators, heirs, successors and assigns of a person.
2.Performance Goals. Exhibit A to this Agreement sets for the performance goals and other terms and conditions relating to the Performance Shares. The actual number of shares earned by the Participant will be determined at the end of the Performance Period based on attainment of the performance goals and other conditions and as certified in writing by the Committee. Actual performance ranging between threshold and target (or target and maximum) will be interpolated.
3.Settlement of Performance Shares.
(a)Except as provided under Section 3(b) and Section 5 below, the Participant’s earned Performance Shares shall be settled by delivery of one share of Stock for each earned Performance Share during the calendar year in which the Performance Period ends and following the Committee’s certification in writing that the applicable performance goals have been met.
(b)The Participant’s Performance Shares will be settled earlier than the end of the Performance Period upon the Participant’s death (as provided under Section 4(b)(i)) or upon a Change of Control (as provided under Section 5).
(c)Dividend equivalents will be paid in Stock on earned Performance Shares at the same time the Performance Shares are settled. The amount of dividend equivalents for each Performance Share earned shall equal the dividends paid on one share of Stock during the period between the beginning of the Performance Period and the date of distribution.
(d)Fractional shares equal to or greater than one-half share shall be rounded up to the next whole share and any fractional share less than one-half shall be rounded down to the next whole share.
4.Termination of Employment.
(a)If the Participant incurs a Separation from Service with the Company prior to the end of the Performance Period for any reason other than provided in Section 4(b)
below, the Performance Shares (and all dividend equivalents) subject to this Agreement shall be immediately forfeited automatically and without further notice on such Separation from Service.
(b) (i) If the Participant incurs a Separation from Service with the Company prior to the end of the Performance Period by reason of death, then (to the extent such Performance Shares have not previously been forfeited) the Performance Shares shall be deemed earned upon death and at the target performance level, without proration, and shall be settled within 2-1/2 months following the Participant’s date of death. The non-retained portion of such Performance Shares shall be forfeited upon the Participant’s Separation from Service.
(ii) If the Participant incurs a Separation from Service with the Company prior to the end of the Performance Period by reason of the Participant’s (A) Normal Retirement or (B) Disability or Involuntary Termination (in each case, when the Participant will have attained as of the termination date at least age 65, or at least age 60 with five or more years of credited service with the Company), then (to the extent such Performance Shares have not previously been forfeited) the Participant shall remain eligible to earn the Performance Shares, at the performance level certified by the Committee and without pro ration. Such shares shall be deemed to be earned at the end of the Performance Period and shall be settled at the same time as other Plan participants.
(iii)If the Participant incurs a Separation from Service with the Company prior to the end of the Performance Period by reason of the Participant’s (x) Early Retirement or (y) Disability or Involuntary Termination (except as set forth in paragraph (ii) above), then the Participant shall remain eligible to earn a pro rata portion of the Performance Shares, at the performance level certified by the Committee, determined by (1) multiplying the total number of earned Performance Shares, by a fraction, (x) the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the first day of the Performance Period and ending on the Participant’s Separation from Service and (y) the denominator of which is the total number of calendar days during the Performance Period, and taking the product (2) less any Performance Shares previously vested or forfeited under this Agreement (rounded to the nearest whole number of Performance Shares). Such shares shall be deemed to be earned at the end of the Performance Period and shall be settled at the same time as other Plan participants. The non-retained portion of such Performance Shares shall be forfeited upon the Participant’s Separation from Service.
5.Change of Control.
(a)If a Change of Control occurs prior to the end of the Performance Period, and the Participant has not yet earned or forfeited such Participant’s Performance Shares as of the date of such Change of Control, then the amount of the Participant’s outstanding Performance Shares shall be determined as of the Change of Control in an amount equal to the Change of Control Value. The “Change of Control Value” shall mean the volume weighted average price of the Company’s common stock on the New York Stock
Exchange for the five business days immediately preceding the closing date of the Change of Control multiplied by the number of Performance Shares that would have been earned for the full Performance Period, based on the greater of (1) Company performance for the Performance Period against the target performance, calculated as if the Performance Period ended on the last day of the Company’s fiscal period that ended immediately preceding the date of the Change of Control and (2) Company performance at the targeted level for the Performance Period. In addition, the Performance Shares shall be subject to the following terms set forth below, as applicable. As used below, “Replacement Award” means an award (A) that vests or is earned based solely on the passage of time and has a value equal to the Change of Control Value, (B) that relates to U.S. publicly traded equity securities of the Successor Company in the Change of Control, (C) the tax consequences of which for such Participant under the Code, if the Participant is subject to U.S. federal income tax under the Code, are not less favorable to the Participant than the tax consequences of the Replaced Award, and (D) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change of control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or ceasing to be exempt from Code Section 409A. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding two sentences are satisfied. The determination of whether the conditions of this paragraph are satisfied will be made in good faith by the Committee, as constituted immediately before the Change of Control, in its sole discretion.
(b) If no Replacement Award is provided to the Participant to replace, continue or adjust the Participant’s outstanding Performance Shares (the “Replaced Award”), the Participant will be deemed to have earned, as of the Change of Control, a cash payment equal in value to the Change of Control Value. Such cash payment, when made, will be in full satisfaction of the Performance Shares to which such payment relates. Such earned cash payment shall be paid to the Participant on the date of the Change of Control; provided, however, that if such Change of Control would not qualify as a permissible date of distribution under Code Section 409(a)(2)(A)(v), and the regulations thereunder, and where Code Section 409A applies to such distribution, the Participant will receive such earned cash payment on the date that would have otherwise applied pursuant to this Agreement as though such Change of Control had not occurred.
(c) If a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and the Participant continues employment with the Successor Company after the Change of Control through the end of the Performance Period, the Replacement Award will be deemed earned at the end of the Performance Period. The settlement of the earned Replacement Award shall be made in the shares of stock provided for in such Replacement Award during the calendar year in which the Performance Period ends and in full satisfaction of such Replacement Award.
(d) If a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and the Participant continues employment with the Successor Company after the Change of Control, but the Participant dies prior to the end of the
Performance Period, the Replacement Award will be deemed earned as of the Participant’s death. The settlement of the earned Replacement Award shall be made in the shares of stock provided for in such Replacement Award within 2-1/2 months following the Participant’s date of death and in full satisfaction of such Replacement Award.
(e) Notwithstanding anything in this Agreement to the contrary, if a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and (A) the Participant’s employment with the Successor Company is terminated by the Participant for Good Reason or by the Successor Company other than for Cause, (B) the Participant terminates employment due to Normal Retirement or Early Retirement, or (C) the Participant’s employment with the Successor Company is terminated due to Disability, in each case within a period of two years after the Change of Control but prior to the end of the Performance Period, the Replacement Award shall be deemed 100% earned at the end of the Performance Period.
The Participant will be paid such earned Replacement Award in shares of stock provided for under such Replacement Award during the calendar year in which the Performance Period ends and in full satisfaction of such Replacement Award.
For purposes of this Agreement, “Good Reason” means: (A) any material failure of the Successor Company to comply with and satisfy any of the terms of any employment or change in control (or similar) agreement between the Successor Company and the Participant pursuant to which the Participant provides services to the Successor Company; (B) any significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control (and, for the avoidance of doubt, involuntary removal of the Participant from an officer position that the Participant holds immediately prior to the Change of Control will not, by itself, constitute a significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control); (C) any material involuntary reduction in the aggregate remuneration of the Participant as in effect immediately prior to the Change of Control; or (D) requiring the Participant to become based at any office or location more than the minimum number of miles required by the Code for the Participant to claim a moving expense deduction, from the office or location at which the Participant was based immediately prior to such Change of Control, except for travel reasonably required in the performance of the Participant’s responsibilities; provided, however, that no termination shall be deemed to be for Good Reason unless (x) the Participant provides the Successor Company with written notice setting forth the specific facts or circumstances constituting Good Reason within 90 days after the initial existence of the occurrence of such facts or circumstances, and (y) the Successor Company has failed to cure such facts or circumstances within 30 days of its receipt of such written notice.
(f) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding Performance Shares that, at the time of the Change of Control, are not subject to a “substantial risk of forfeiture” (within the meaning of Code Section 409A) shall be deemed to be earned at the time of such Change of Control and shall be paid in accordance with Section 5(b)’s payment timing provisions in shares of
stock provided for in such Replacement Award in full satisfaction of such Replacement Award.
6.Payment of Taxes Upon Settlement. As a condition of the delivery of the payment under this Agreement, the Participant agrees that the Company shall withhold a sufficient number of shares of Stock or cash from such payment for any taxes required to be withheld by the Company under Federal, State or local law as a result of the settlement of the Performance Shares in an amount sufficient to satisfy the minimum amount of taxes that is required to be withheld. To the extent permitted under the Plan, the Committee may allow for additional withholding of taxes.
7.Beneficiary Designation. In the case of the Participant’s death, settlement of the Participant’s Performance Shares will be made to the Participant’s designated beneficiary or, if no beneficiary is so designated, the Participant’s surviving spouse (if married) or estate (if not married).
8.Non-Transferability of Performance Shares. The Performance Shares may not be assigned, transferred, pledged or hypothecated in any manner (otherwise than by will or the laws of descent or distribution) nor may the Participant enter into any transaction for the purpose of, or which has the effect of, reducing the market risk of holding the Performance Shares by using puts, calls or similar financial techniques. The Performance Shares subject to this Agreement may be settled during the lifetime of the Participant only with the Participant or the Participant’s guardian or legal representative. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the Performance Shares or any related rights to the Performance Shares that is contrary to the provisions of this Agreement or the Plan, or upon the levy of any attachment or similar process upon the Performance Shares or such rights, the Performance Shares and such rights shall immediately become null and void. The terms of this Agreement shall be binding upon the Successors of the Participant.
9.Rights as Stockholder. The Participant, or his/her Successors, shall have no rights as a stockholder with respect to any Performance Shares covered by this Agreement.
10.Forfeitures and Recoupment. In addition to this Agreement, the Performance Shares and any shares of Stock issued or transferred to the Participant, or any cash paid to the Participant, pursuant to the Performance Shares shall be subject to and remain subject to any incentive compensation clawback or recoupment policies of the Company currently in effect or as may be adopted by the Company and, in each case, as may be amended from time to time (the “Policy”), to the extent the Policy is applicable to the Participant and such Performance Shares, Stock or cash. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold the shares of Stock and other amounts acquired pursuant to the Performance Shares to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail. Relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Policy from and after the effective date thereof.
11.Adjustments Upon Changes in Capitalization. In the event of any change in corporate capitalization, corporate transaction, sale or other disposition of assets or similar corporate transaction or event involving the Company as described in Section 5.5 of the Plan, the Committee shall make equitable adjustment as it determines necessary and appropriate in the number of Performance Shares subject to this Agreement and in the other terms of these Performance Shares; provided, however, that no fractional share shall be issued upon subsequent settlement of the Performance Shares.
12.Notices. Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal office in Chicago, Illinois, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to receive a payment under this Agreement upon settlement of the Performance Shares shall be addressed to the Participant’s address and may be in written or electronic form. Anyone to whom a notice may be given under this Agreement may designate a new address by giving notice to the effect.
13.Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each Successor of the Company. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's Successors. This Agreement shall be the sole and exclusive source of any and all rights that the Participant or his/her Successors may have in respect to the Plan or this Agreement.
14.No Right to Continued Employment. Nothing in this Agreement shall interfere with or affect the rights of the Company or the Participant under any employment agreement or confer upon the Participant any right to continued employment with the Company.
15.Resolution of Disputes. Any dispute or disagreement that should arise under or as a result of or in any way related to the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive for all purposes. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the state of Delaware.
16.Section 409A Compliance. To the extent applicable, this Agreement is intended to comply with or be exempt from Code Section 409A and any regulations or notices provided thereunder. This Agreement and the Plan shall be interpreted in a manner consistent with this intent. The Company reserves the unilateral right to amend this Agreement on written notice to the Participant in order to comply with Code Section 409A. It is intended that all compensation and benefits payable or provided to Participant under this Agreement shall, to the extent required to comply with Code Section 409A, fully comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject the Participant to the additional tax, interest or penalties that may be imposed under Code Section 409A. None of the Company, its contractors, agents and employees, the Board and each member of the Board shall be liable for any consequences of any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder, unless such failure was the direct result of an action or failure to act that was undertaken by the Company in bad faith.
17.Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.
18.Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.
19.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the Performance Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
20.Additional Terms and Conditions.
(a)Conagra reserves the right to impose other requirements on the Performance Shares, any shares of Stock or cash acquired pursuant to the Performance Shares, and the Participant’s participation in the Plan, to the extent Conagra determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Performance Shares and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
(b)Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. For purpose of clarification, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.
CHANGE OF CONTROL AGREEMENT
This CHANGE OF CONTROL AGREEMENT (“Agreement”) is made as of the ____ day of ___________, _____ between Conagra Brands, Inc., a Delaware Corporation (the “Company”), and ____________ (the “Employee”).
WHEREAS, as is the case with most, if not all, publicly traded businesses, it is expected that the Company from time to time may consider or need to consider the possibility of an acquisition by another company or other Change of Control of the ownership of the Company. The Board of Directors of the Company (the “Board”) recognizes that such considerations can be a distraction to Employee and can cause the Employee to consider alternative employment opportunities or to be influenced by the impact of a possible Change of Control of the ownership of the Company on Employee’s personal circumstances in evaluating such opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Employee, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.
WHEREAS, the Board believes that it is in the best interests of the Company and its shareholders to provide Employee with an incentive to continue Employee’s employment and to motivate Employee to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.
WHEREAS, the Board believes that it is important to provide Employee with certain benefits upon Employee’s termination of employment in certain instances upon or following a Change of Control that provide Employee with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:
| (b) | “Change of Control” shall mean: |
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| (f) | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
| (i) | failure by the Company to comply with the material terms of any employment agreement between Employee and the Company; |
| (ii) | any significant reduction of the Employee’s title, authority, duties, or responsibilities held by the Employee immediately prior to the Change of Control; |
| (iii) | any removal of the Employee from an officer position which the Employee holds with the Company or held by the Employee immediately prior to the Change of Control, except in connection with promotion to higher office; |
| (iv) | requiring the Employee to become based at any office or location more than the minimum number of miles required by the Code for the Employee to claim |
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| a moving expense deduction, from the office or location at which the Employee was based immediately prior to such Change of Control, except for travel reasonably required in the performance of the Employee's responsibilities; or |
| (v) | any material reduction in the Employee’s annual base salary as in effect from time to time (other than a reduction that is concurrent with and no greater as a proportion of base salary than a reduction in base salaries applicable to other senior executive officers). |
The foregoing notwithstanding, no termination will be deemed to be for Good Reason unless (A) Employee has not committed any action that could be considered Cause for termination of the Employee’s employment by the Company, whether or not known to the Company, (B) Employee provides the Company with written notice setting forth the facts or circumstances that constitute Good Reason within 90 days after the initial existence of such facts or circumstances, (C) the Company has failed to cure such facts or circumstances within 30 days of its receipt of such written notice, and (D) Employee actually terminates Employee’s employment within 30 days of the Company’s failure to cure such facts or circumstances.
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| employment, a twenty nine (29) month period of absence shall be substituted for such six (6) month period. |
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| 3. | Severance Compensation upon Separation from Service. |
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| premium cost of replacement coverage for the portion of the Continuation Period not covered by COBRA. The COBRA Payment will be made on the first day on which severance compensation is paid under this Agreement; provided that if the Company determines that payment in a lump sum would cause taxation under Code Section 409A, the Company shall pay a pro rata portion of the COBRA Payment for each calendar year (or portion thereof) that falls within the Continuation Period on the first business day during each such calendar year (or portion thereof) on which payment can be made without causing taxation under Code Section 409A. |
| 5. | Delay; Enforcement. |
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| 9. | Taxation. |
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| 10. | Limitation on Payment. |
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If to the Company, to:
Conagra Brands, Inc.
222 W. Merchandise Mart Plaza, Suite 1300 Chicago, IL 60654
Attention: Corporate Secretary
If to the Employee, to the most recent address provided by the Employee to the Company or a Subsidiary or Affiliate for payroll purposes, or to such other address as the Company or the Employee, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section; provided, however, that if no such notice is given by the Company following a Change of Control, notice at the last address of the Company or any successor pursuant to Section 15 shall be deemed sufficient for the purposes hereof. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five (5) days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EMPLOYEE:
CONAGRA BRANDS, INC.
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
I, John P. Brase, certify that:
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended August 30, 2026 of Conagra Brands, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: September 30th, 2026 |
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/s/ JOHN P. BRASE |
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John P. Brase |
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President and Chief Executive Officer |
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Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, David S. Marberger, certify that:
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended August 30, 2026 of Conagra Brands, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: September 30th, 2026 |
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/s/ DAVID S. MARBERGER |
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David S. Marberger |
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Executive Vice President and Chief Financial Officer |
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Exhibit 32
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, John P. Brase, President and Chief Executive Officer of Conagra Brands, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that Conagra Brands, Inc.'s Quarterly Report on Form 10-Q for the quarter ended August 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Conagra Brands, Inc. as of and for the periods presented.
September 30th, 2026 |
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/s/ JOHN P. BRASE |
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John P. Brase |
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President and Chief Executive Officer |
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I, David S. Marberger, Executive Vice President and Chief Financial Officer of Conagra Brands, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that Conagra Brands, Inc.'s Quarterly Report on Form 10-Q for the quarter ended August 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Conagra Brands, Inc. as of and for the periods presented.
September 30th, 2026 |
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/s/ DAVID S. MARBERGER |
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David S. Marberger |
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Executive Vice President and Chief Financial Officer |
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A signed original of this written statement required by Section 906 has been provided to Conagra Brands, Inc. and will be retained by Conagra Brands, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.