4/A: Conagra COO Amends Insider Stock Transactions

Conagra Brands' EVP & COO Thomas M. McGough filed an amended Form 4 to correct previously reported stock transactions related to RSU vesting and tax withholdings.

Summary

• An amended Form 4 was filed by Thomas M. McGough, Executive Vice President & Chief Operating Officer of Conagra Brands Inc. (CAG).
• The amendment specifically corrects the number of shares withheld for taxes on July 19, 2025, and July 20, 2025.
• On July 17, 2025, 55,830 common shares were acquired, earned under the Conagra Brands fiscal year 2023-2025 long-term incentive plan, including dividend equivalents.
• Shares disposed of for tax withholding include 24,733 shares at $18.97 on July 17, 2025, 4,422 shares at $19.07 on July 19, 2025, and 19,682 shares at $19.07 on July 20, 2025.
• Restricted Stock Units (RSUs) vested on July 19, 2025 (10,105 units) and July 20, 2025 (46,251 units).
• Following these transactions, direct beneficial ownership of common stock is 224,791.67 shares, with additional indirect ownership of 111,303 shares by trust and 400 shares by wife.
• A new grant of 50,030 Restricted Stock Units occurred on July 17, 2025, with future vesting scheduled.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the executive is receiving shares as part of a long-term incentive plan, aligning interests with shareholders. The amendment itself is a correction, which is neutral, but the underlying transactions are compensation-related.

Positives

• Executive Thomas M. McGough acquired 55,830 common shares as part of the fiscal year 2023-2025 long-term incentive plan, indicating performance-based compensation.
• The grant of 50,030 new Restricted Stock Units aligns the executive's long-term interests with shareholder value.

Negatives

• Shares were disposed of to cover tax obligations related to RSU vesting, which is a routine event but reduces direct share ownership.

Future Outlook

The reporting person has future Restricted Stock Unit vesting events scheduled, with 33.33% of 50,030 RSUs vesting on July 17, 2026, another 33.33% on July 17, 2027, and the final 33.34% on July 17, 2028. Additionally, the final 33.34% of 10,105 RSUs granted on July 19, 2023, will vest on July 19, 2026.

Management Comments

• The shares acquired were earned under the Conagra Brands fiscal year 2023-2025 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.

Industry Context

This filing is a routine disclosure of executive stock transactions, primarily related to compensation and tax withholdings. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with long-term shareholder value through equity compensation.
• Executive (Thomas M. McGough): Receipt of shares as part of compensation package and management of tax obligations related to vesting.

Next Steps

• 33.33% of 50,030 Restricted Stock Units granted on 07/17/2025 will vest on 07/17/2026.
• The final 33.34% of 10,105 Restricted Stock Units granted on 07/19/2023 will vest on 07/19/2026.
• 33.33% of 50,030 Restricted Stock Units granted on 07/17/2025 will vest on 07/17/2027.
• The final 33.34% of 50,030 Restricted Stock Units granted on 07/17/2025 will vest on 07/17/2028.

Key Dates

Keywords

Conagra Brands, CAG, Form 4/A, Insider Trading, Executive Compensation, Restricted Stock Units, Thomas M. McGough, Stock Ownership