Form 4: Conagra Brands Executive Reports Future Equity Awards and Tax-Related Stock Dispositions

Charisse Brock, EVP and Chief HR Officer at Conagra Brands Inc., filed a Form 4 detailing future acquisitions of common stock through long-term incentive plans and RSU vesting, alongside shares withheld for tax obligations.

Summary

• Charisse Brock, EVP, Chief HR Officer of Conagra Brands Inc., reported several future transactions related to her beneficial ownership of company stock.
• On July 17, 2025, 27,915 shares of common stock were acquired at a price of $0, earned under the Conagra Brands fiscal year 2023-2025 long-term incentive plan, including dividend equivalents.
• Also on July 17, 2025, 12,367 shares of common stock were disposed of at $18.97 per share to cover tax obligations.
• On July 19, 2025, 4,851 shares of common stock were acquired at a price of $0 due to the vesting of restricted stock units (RSUs) granted on July 19, 2023.
• On July 19, 2025, 2,035 shares of common stock were disposed of at $19.07 per share for tax withholding.
• On July 20, 2025, 23,125 shares of common stock were acquired at a price of $0 from the vesting of RSUs granted on July 20, 2022.
• On July 20, 2025, 9,701 shares of common stock were disposed of at $19.07 per share for tax withholding.
• Following these transactions, the direct beneficial ownership of common stock will be 163,243 shares.
• Additionally, on July 17, 2025, 24,014 new Restricted Stock Units (RSUs) were acquired at a price of $0, which will vest in three tranches: 33.33% on July 17, 2026, 33.33% on July 17, 2027, and 33.34% on July 17, 2028.
• As of July 20, 2025, 23,125 RSUs granted on July 20, 2022, fully vested and converted, resulting in 0 beneficially owned RSUs from that grant.
• As of July 19, 2025, 4,851 RSUs from a grant on July 19, 2023, vested, with 4,851 RSUs remaining beneficially owned (representing the unvested portion for 2026).

Sentiment

Score: 6

Explanation: The document reflects routine executive compensation activities, including the vesting of equity awards and the acquisition of new long-term incentives, which are generally positive for executive retention and alignment. The associated share dispositions are standard for tax withholding. The future-dated transactions, likely under a 10b5-1 plan, indicate pre-planned compensation events rather than new strategic shifts.

Positives

• Acquisition of 27,915 shares of common stock through a long-term incentive plan, indicating performance-based compensation.
• Vesting of 4,851 and 23,125 restricted stock units, converting into common stock, representing earned equity compensation.
• Acquisition of 24,014 new restricted stock units, providing future equity incentives and aligning management interests with shareholders.

Negatives

• Disposition of 12,367 shares, 2,035 shares, and 9,701 shares of common stock to cover tax obligations, which reduces the direct shareholding.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The transactions represent standard executive compensation, aligning management's interests with shareholders through equity ownership. The disposition of shares for taxes is a routine event and does not indicate a change in company fundamentals.
• Employees: The long-term incentive plan and RSU grants are part of the company's compensation structure for executives, which can influence broader compensation strategies.

Next Steps

• Future vesting of 33.33% of 24,014 RSUs on July 17, 2026.
• Future vesting of 33.34% of RSUs granted on July 19, 2023, on July 19, 2026.
• Future vesting of 33.33% of 24,014 RSUs on July 17, 2027.
• Future vesting of 33.34% of 24,014 RSUs on July 17, 2028.

Key Dates

Keywords

Conagra Brands, CAG, SEC Form 4, Insider Trading, Stock Acquisition, Restricted Stock Units, RSU Vesting, Executive Compensation, Equity Compensation, Tax Withholding, Charisse Brock