CAG / Conagra Brands, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE This Third Supplemental Indenture, dated as of July 22, 2025 (this “Third Supplemental Indenture”), is entered into by and between Conagra Brands, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 Conagra Brands, Inc.

$500,000,000 5.000% Senior Notes due 2030 $500,000,000 5.750% Senior Notes due 2035 UNDERWRITING AGREEMENT July 15, 2025 BofA Securities, Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC

CONAGRA BRANDS, INC. $500,000,000 5.000% Senior Notes due 2030 $500,000,000 5.750% Senior Notes due 2035 UNDERWRITING AGREEMENT July 15, 2025 BofA Securities, Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Underwriting Agreement July 15, 2025 BofA SECURITIES, INC. GOLDMAN SACHS & CO. LLC MIZUHO SECURITIES USA LLC As Representatives of the several Underwriters c/o BofA SECURITIES, INC. One

Conagra Brands, Inc. $500,000,000 5.000% Senior Notes due 2030 $500,000,000 5.750% Senior Notes due 2035

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-280760 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 11, 2024) Conagra Brands, Inc. $500,000,000 5.000% Senior Notes due 2030 $500,000,000 5.750% Senior Notes due 2035 We are offering $500,000,000 aggregate principal amount of 5.000% senior notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of 5.

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 CONAGRA BRANDS INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

SUBJECT TO COMPLETION, DATED JULY 15, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

CONAGRA BRANDS, INC. Pricing Term Sheet $500,000,000 5.000% Senior Notes due 2030 (the “2030 Notes”) $500,000,000 5.750% Senior Notes due 2035 (the “2035 Notes”)

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-280760 July 15, 2025 CONAGRA BRANDS, INC. Pricing Term Sheet $500,000,000 5.000% Senior Notes due 2030 (the “2030 Notes”) $500,000,000 5.750% Senior Notes due 2035 (the “2035 Notes”) Issuer: Conagra Brands, Inc. Ratings (Moody’s / S&P / Fitch)*: Baa3 (Stable) / BBB- (Stable) / BBB- (Stable) Distribution: SEC Registered

Conagra Brands, Inc. Insider Trading Policies

Exhibit 19 Insider Trading Policy Employees of Conagra Brands, Inc. and its subsidiaries (the “Company”) must, at all times, comply with the securities laws of the United States. The securities laws prohibit trading in the securities of a company on the basis of inside or material non-public information. Providing inside or material non-public information to another person who may trade (“tipping”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2025 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2025 Conagra Brands, Inc.

Form of Sign-On Restricted Stock Unit Agreement for EVP & President, New Platforms and Acquisitions under the Conagra Brands, Inc. Stock Plan

Exhibit 10.7.6 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 25, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7275 CONAGRA

CONAGRA BRANDS REPORTS FOURTH QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Matthew Neisius 402-240-3226 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS REPORTS FOURTH QUARTER RESULTS CHICAGO, July 10, 2025 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the fourth quarter and full year fiscal year 2025, which ended on M

Form of Sign-On Performance Share Agreement for EVP & President, New Platforms and Acquisitions under the Conagra Brands, Inc. Stock Plan

Exhibit 10.7.7 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 unde

Conagra Brands, Inc. Amended and Restated Voluntary Deferred Compensation Plan, dated May 14, 2025 (effective January 1, 2026)

Exhibit 10.3.4 CONAGRA BRANDS, INC. VOLUNTARY DEFERRED COMPENSATION PLAN AMENDED AND RESTATED, effective January 1, 2026 CONAGRA BRANDS, INC. AMENDED AND RESTATED VOLUNTARY DEFERRED COMPENSATION PLAN (Effective January 1, 2026) The Conagra Brands, Inc. Voluntary Deferred Compensation Plan was adopted effective January 1, 2005, was amended and restated effective January 1, 2009 and January 1, 2017,

Subsidiaries of Conagra Brands, Inc.

Exhibit 21 SUBSIDIARIES OF CONAGRA BRANDS, INC. Conagra Brands, Inc. is the parent corporation owning, directly or indirectly, 100% of the voting securities of the following subsidiaries principally engaged in the production and distribution of food products as of May 25, 2025: Subsidiary Jurisdiction of Formation Angie’s Artisan Treats, LLC Delaware Conagra G&S (CAG), LLC Delaware Conagra G&S (PF

Third Amended and Restated Revolving Credit Agreement, dated June 27, 2025, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto

EXECUTION VERSION Published CUSIP Number: Deal: 20589JAK1 Revolver: 20589JAL9 THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of June 27, 2025 among CONAGRA BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2025 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2025 Conagra Brands, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 Conagra Brands, Inc.

Conagra Brands Enters Into Definitive Agreement with Hometown Food Company, a Brynwood Partners Portfolio Company, to Divest the Chef Boyardee® Brand Divestiture Supports Conagra’s Efforts to Reshape its Portfolio

News Release For more information, please contact: MEDIA: [email protected] INVESTORS: Matthew Neisius [email protected] FOR IMMEDIATE RELEASE Conagra Brands Enters Into Definitive Agreement with Hometown Food Company, a Brynwood Partners Portfolio Company, to Divest the Chef Boyardee® Brand Divestiture Supports Conagra’s Efforts to Reshape its Portfolio CHICAGO, May 1, 2025 — Today Conagra Brands, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 Conagra Brands, Inc.

Letter Amendment to Term Loan Agreement, dated April 29, 2025, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto

Exhibit 10.1 EXECUTION VERSION LETTER AMENDMENT Dated as of April 29, 2025 To the banks, financial institutions and other institutional lenders (collectively, the “Lenders”) party to the Loan Agreement referred to below and to Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders Ladies and Gentlemen: We refer to the Term Loan Agreement dated as of April 29, 2

Term Loan Agreement, dated April 29, 2025, by and among Conagra Brands, Inc., Mizuho, Ltd., as administrative agent and a lender, and the other lenders party thereto

Exhibit 10.2 EXECUTION VERSION TERM LOAN AGREEMENT dated as of April 29, 2025 among CONAGRA BRANDS, INC., The Lenders That Have Signed This Agreement, and MIZUHO BANK, LTD., as Administrative Agent MIZUHO BANK, LTD. as Sole Lead Arranger and Sole Bookrunner Conagra/Mizuho Term Loan Agreement (2025) TABLE OF CONTENTS Page Article I. DEFINITIONS‌1 1.01 Defined Terms‌1 1.02 Other Interpretive Provisi

CONAGRA BRANDS REPORTS THIRD QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Matthew Neisius 402-240-3226 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS THIRD QUARTER RESULTS CHICAGO, April 3, 2025 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the third quarter of fiscal year 2025, which ended o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 23, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 3, 2025 Conagra Brands, Inc.

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222 W. Merchandise Mart Plaza, Suite 1300 Chicago, Illinois 60654 March 26, 2025 VIA EDGAR Ms. Eiko Yaoita Pyles Ms. Melissa Gilmore Division of Corporate Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, D.C. 20549 RE:Conagra Brands, Inc. Form 10-K for the fiscal year ended May 26, 2024 Filed July 11, 2024 Form 8-K furnished on December 19, 2024 File No. 001-0727

Conagra Brands to Unveil New Innovations and Discuss Updated 2025 Outlook at CAGNY Conference Updated Fiscal 2025 Outlook Reflects Temporary Service Constraints and Impact of Foreign Exchange; Long-Term Targets Unchanged

News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 Michael.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2025 Conagra Brands, Inc.

CONAGRA BRANDS REPORTS SECOND QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Matthew Neisius 402-240-3226 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS SECOND QUARTER RESULTS CHICAGO, December 19, 2024 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the second quarter of fiscal year 2025, which e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 24, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2024 Conagra Brands, Inc.

CAG / Conagra Brands, Inc. / STATE STREET CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CONAGRA BRANDS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 205887102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Form of Performance Share Agreement for Employees under Conagra Brands, Inc. 2023 Stock Plan, incorporated by reference to Exhibit 10.2 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2024

Exhibit 10.2 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

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Conagra Brands, Inc. 2023 Stock Plan

Exhibit 10.5 RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS CONAGRA FOODS, INC. 2023 STOCK PLAN This Restricted Stock Unit Agreement for Non-Employee Directors, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (the “Company”), and the undersigned director of the Company (the “Director”). 1.Award Grant. The Company has granted Rest

Form of Performance Share Agreement for CEO under Conagra Brands, Inc. 2023 Stock Plan

Exhibit 10.4 PERFORMANCE SHARE AGREEMENT FOR CHIEF EXECUTIVE OFFICER CONAGRA BRANDS, INC. 2023 STOCK PLAN This Performance Shares Agreement for Chief Executive Officer, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the Chief Executive Officer of the Company (the “Participant”). Award Grant. Conagra hereby

Form of Restricted Stock Unit Agreement for Employees under the Conagra Brands, Inc. 2023 Stock Plan

Exhibit 10.1 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 e

CONAGRA BRANDS REPORTS FIRST QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS FIRST QUARTER RESULTS CHICAGO, October 2, 2024 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the first quarter of fiscal year 2025, which ended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2024 Conagra Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2024 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 25, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Form of Restricted Stock Unit Agreement for CEO under Conagra Brands, Inc. 2023 Stock Plan

Exhibit 10.3 FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR CHIEF EXECUTIVE OFFICER CONAGRA BRANDS, INC. 2023 STOCK PLAN This Restricted Stock Unit Agreement for Chief Executive Officer (hereinafter referred to as the “Agreement”) is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the Chief Executive Officer of the Company (the “Participant”). Award Grant.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

ITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2024 Conagra Brands, Inc.

Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 23, 2024

Exhibit 3.1 AMENDED and RESTATED CERTIFICATE OF INCORPORATION OF CONAGRA BRANDS, INC. (Effective September 18, 2024) ARTICLE I NAME The name of the Corporation shall be “Conagra Brands, Inc.” ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION Please be advised that Conagra Brands, Inc. intends to release definitive copies of this Proxy Statement and Proxy on or about August 7, 2024

Table of Contents PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION Please be advised that Conagra Brands, Inc.

Subsidiaries of Conagra Brands, Inc.

Exhibit 21 SUBSIDIARIES OF CONAGRA BRANDS, INC. Conagra Brands, Inc. is the parent corporation owning, directly or indirectly, 100% of the voting securities of the following subsidiaries principally engaged in the production and distribution of food products as of May 26, 2024: Subsidiary Jurisdiction of Formation Angie’s Artisan Treats, LLC Delaware Conagra G&S (CAG), LLC Delaware Conagra G&S (PF

Conagra Brands, Inc. Insider Trading Policies

Exhibit 19 Insider Trading Policy Employees of Conagra Brands, Inc. and its subsidiaries (the “Company”) must, at all times, comply with the securities laws of the United States. The securities laws prohibit trading in the securities of a company on the basis of inside or material non-public information. Providing inside or material non-public information to another person who may trade (“tipping”

As filed with the Securities and Exchange Commission on July 11, 2024

Table of Contents As filed with the Securities and Exchange Commission on July 11, 2024 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Trustee under the Indenture

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2024 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2024 Conagra Brands, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Conagra Brands, Inc.

Conagra Brands, Inc. Mandatory Compensation Clawback Policy

Exhibit 97 CONAGRA BRANDS, INC. Mandatory Compensation Clawback Policy This Mandatory Compensation Clawback Policy (this “Policy”) of Conagra Brands, Inc. (the “Company”) has been adopted by the Company’s Board of Directors (“Board”) and was originally effective as of October 2, 2023 (the “Effective Date”). For purposes of this Policy, the Human Resources Committee of the Board is referred to as t

CONAGRA BRANDS REPORTS FOURTH QUARTER RESULTS AND QUARTERLY DIVIDEND

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS REPORTS FOURTH QUARTER RESULTS AND QUARTERLY DIVIDEND CHICAGO, July 11, 2024 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the fourth quarter and full year fiscal year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 26, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7275 CONAGRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 Conagra Brands, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 Conagra Brands, Inc.

Amended and Restated Bylaws of Conagra Brands, Inc., incorporated by reference to Exhibit 3.1 of Conagra Brands' Current Report on Form 8-K filed with the SEC on May 21, 2024

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CONAGRA BRANDS, INC. (Effective May 15, 2024) ARTICLE I OFFICES Section 1. Principal Executive Office. The principal executive office of Conagra Brands, Inc. (“Conagra”) shall be located in the City of Chicago, State of Illinois. Conagra may have such other offices as the Board of Directors may designate or as the business of Conagra may require from time

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2024 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2024 Conagra Brands, Inc.

Term Loan Agreement, dated April 29, 2024, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on April 30, 2024

Exhibit 10.1 EXECUTION COPY TERM LOAN AGREEMENT dated as of April 29, 2024 among CONAGRA BRANDS, INC., The Lenders That Have Signed This Agreement, and BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES, INC. as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 14 1.03 Accounting Terms 15 1.04

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 25, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

CONAGRA BRANDS REPORTS third QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS third QUARTER RESULTS CHICAGO, April 4, 2024 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the third quarter of fiscal year 2024, which ended on

CONAGRA BRANDS REPORTS third QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS third QUARTER RESULTS CHICAGO, April 4, 2024 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the third quarter of fiscal year 2024, which ended on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 Conagra Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 Conagra Brands, Inc.

CAG / Conagra Brands, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0665-conagrabrandsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Conagra Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 205887102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designat

CONAGRA BRANDS REPORTS second QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS second QUARTER RESULTS CHICAGO, January 4, 2024 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the second quarter of fiscal year 2024, which ende

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 26, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B

Amendment No. 1 to the Term Loan Agreement, dated as of September 26, 2023, by and among Conagra Brands, Inc., the lenders party thereto, and Farm Credit Services of America, PCA, as administrative agent for the lenders

AMENDMENT NO. 1 TO THE TERM LOAN AGREEMENT Dated as of September 26, 2023 AMENDMENT NO. 1 TO THE TERM LOAN AGREEMENT (this “Amendment”) by and among CONAGRA BRANDS, INC., a Delaware corporation (the “Company”), the financial institutions party hereto (collectively, the “Lenders”), and FARM CREDIT SERVICES OF AMERICA, PCA, as administrative agent for the Lenders (in such capacity, the “Administrati

Form of Retention Restricted Stock Unit Agreement for CEO under Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.7 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Exhibit 10.7 RETENTION RESTRICTED STOCK UNITS AGREEMENT FOR CHIEF EXECUTIVE OFFICER CONAGRA BRANDS, INC. 2014 STOCK PLAN This Restricted Stock Units Agreement for Chief Executive Officer (hereinafter referred to as the “Agreement”) is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the Chief Executive Officer of the Company (the “Participant”). 1. Award

Form of Restricted Stock Unit Agreement for CEO under Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.5 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Exhibit 10.5 FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR CHIEF EXECUTIVE OFFICER CONAGRA BRANDS, INC. 2014 STOCK PLAN This Restricted Stock Unit Agreement for Chief Executive Officer (hereinafter referred to as the “Agreement”) is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the Chief Executive Officer of the Company (the “Participant”). Award Grant.

Form of Retention Performance Share Agreement for Employees under Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.4 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Exhibit 10.4 RETENTION PERFORMANCE SHARE AGREEMENT CONAGRA BRANDS, INC. 2014 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 unde

Form of Retention Performance Share Agreement for CEO under the Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.8 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Exhibit 10.8 RETENTION PERFORMANCE SHARES AGREEMENT FOR CHIEF EXECUTIVE OFFICER CONAGRA BRANDS, INC. 2014 STOCK PLAN This Performance Shares Agreement for Chief Executive Officer (hereinafter referred to as the “Agreement”) is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the Chief Executive Officer of the Company (the “Participant”). 1. Award Grant. C

Form of Performance Share Agreement for Employees under the Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.2 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Exhibit 10.2 FORM OF PERFORMANCE SHARE AGREEMENT CONAGRA BRANDS, INC. 2014 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 5, 2023 Conagra Brands, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 5, 2023 Conagra Brands, Inc.

CONAGRA BRANDS REPORTS first QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS first QUARTER RESULTS CHICAGO, October 5, 2023 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the first quarter of fiscal year 2024, which ended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 27, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA BRA

Form of Restricted Stock Unit Agreement for Employees under the Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.1 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Exhibit 10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT CONAGRA BRANDS, INC. 2014 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 e

Form of Retention Restricted Stock Unit Agreement for Employees under Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.3 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Exhibit 10.3 RETENTION RESTRICTED STOCK UNIT AGREEMENT CONAGRA BRANDS, INC. 2014 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

Form of Performance Share Agreement for CEO under Conagra Brands, Inc. 2014 Stock Plan, incorporated by reference to Exhibit 10.6 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Exhibit 10.6 PERFORMANCE SHARE AGREEMENT FOR CHIEF EXECUTIVE OFFICER CONAGRA BRANDS, INC. 2014 STOCK PLAN This Performance Shares Agreement for Chief Executive Officer, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the Chief Executive Officer of the Company (the “Participant”). Award Grant. Conagra hereby

As filed with the Securities and Exchange Commission on September 29, 2023

As filed with the Securities and Exchange Commission on September 29, 2023 Registration No.

Calculation of Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Conagra Brands, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value

Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 19, 2023

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CONAGRA BRANDS, INC. (Effective September 14, 2023) ARTICLE I OFFICES Section 1. Principal Executive Office. The principal executive office of Conagra Brands, Inc. (“Conagra”) shall be located in the City of Chicago, State of Illinois. Conagra may have such other offices as the Board of Directors may designate or as the business of Conagra may require fro

Conagra Brands, Inc. 2023 Stock Plan

Exhibit 10.1 Conagra Brands, Inc. 2023 Stock Plan SECTION 1 Name and Purpose 1.1 Name. The name of the plan shall be the Conagra Brands, Inc. 2023 Stock Plan (the “Plan”). 1.2 Purpose of Plan. The purpose of the Plan is to foster and promote the long-term financial success of the Company and increase shareholder value by: (a) motivating performance by means of stock incentives, (b) encouraging and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2023 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2023 Conagra Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2023 Conagra Brands, Inc.

Underwriting Agreement, dated July 17, 2023, by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 CONAGRA BRANDS, INC. $500,000,000 5.300% Senior Notes due 2026 UNDERWRITING AGREEMENT July 17, 2023 BofA Securities, Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Wells Fargo Securities, LLC Underwriting Agreement July 17, 2023 BofA SECURITIES, INC. GOLDMAN SACHS & CO. LLC MIZUHO SECURITIES USA LLC WELLS FARGO SECURITIES, LLC As Representatives of the several Underwrite

Second Supplemental Indenture, dated July 31, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as successor Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2023

EX-4.2 Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE This Second Supplemental Indenture, dated as of July 31, 2023 (this “Second Supplemental Indenture”), is entered into by and between Conagra Brands, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). WITNESSETH WHEREAS, pursuant to the Indenture, dated as of August 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2023 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2023 Conagra Brands, Inc.

Calculation of Filing Fee Tables Form S-3 (Form Type) Conagra Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forwa

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Conagra Brands, Inc.

$500,000,000 Conagra Brands, Inc. 5.300% Senior Notes due 2026

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-258608 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 9, 2021) $500,000,000 Conagra Brands, Inc. 5.300% Senior Notes due 2026 We are offering $500,000,000 aggregate principal amount of 5.300% senior notes due 2026 (the “notes”). We will pay interest on the notes on April 1 and October 1 of each year, beginning on Apri

CONAGRA BRANDS, INC. Pricing Term Sheet $500,000,000 5.300% Senior Notes due 2026 Issuer: Conagra Brands, Inc. Ratings (Moody’s / S&P / Fitch)*: Baa3 (stable) / BBB- (stable) / BBB- (stable) Distribution: SEC Registered Title of Securities: 5.300% Se

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-258608 July 17, 2023 CONAGRA BRANDS, INC. Pricing Term Sheet $500,000,000 5.300% Senior Notes due 2026 Issuer: Conagra Brands, Inc. Ratings (Moody’s / S&P / Fitch)*: Baa3 (stable) / BBB- (stable) / BBB- (stable) Distribution: SEC Registered Title of Securities: 5.300% Senior Notes due 2026 Principal Amount: $500,000

SUBJECT TO COMPLETION, DATED JULY 17, 2023

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333- 258608 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not

CONAGRA BRANDS REPORTS fourth QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS fourth QUARTER RESULTS CHICAGO, July 13, 2023 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the fourth quarter and full year fiscal year 2023, w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7275 CONAGRA BRANDS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2023 Conagra Brands, Inc.

Subsidiaries of Conagra Brands, Inc.

Exhibit 21 SUBSIDIARIES OF CONAGRA BRANDS, INC. Conagra Brands, Inc. is the parent corporation owning, directly or indirectly, 100% of the voting securities of the following subsidiaries principally engaged in the production and distribution of food products as of May 28, 2023: Subsidiary Jurisdiction of Formation Angie's Artisan Treats, LLC Delaware Conagra G&S (CAG), LLC Delaware Conagra G&S (PF

Description of Securities, incorporated by reference to Exhibit 4.4 to Conagra Brands' Annual Report on Form 10-K for the fiscal year ended May 28, 2023

Exhibit 4.4 Conagra Brands, Inc. Description of Securities The summary of the general terms and provisions of the common stock of Conagra Brands, Inc. (“Conagra Brands,” “we,” and “our”) set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to our Restated Certificate of Incorporation (our “certificate of incorporation”) and Amended and Restat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 26, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B

CONAGRA BRANDS REPORTS third QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS third QUARTER RESULTS CHICAGO, April 5, 2023 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the third quarter of fiscal year 2023, which ended on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 Conagra Brands, Inc.

CAG / ConAgra Foods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Conagra Brands Inc. Title of Class of Securities: Common Stock CUSIP Number: 205887102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

CONAGRA BRANDS REPORTS second QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS second QUARTER RESULTS CHICAGO, January 5, 2023 ? Today Conagra Brands, Inc. (NYSE: CAG) reported results for the second quarter of fiscal year 2023, which ende

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2023 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 27, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 28, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA BRA

CONAGRA BRANDS REPORTS first QUARTER RESULTS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS first QUARTER RESULTS CHICAGO, October 6, 2022? Today Conagra Brands, Inc. (NYSE: CAG) reported results for the first quarter of fiscal year 2023, which ended o

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2022 Conagra Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commission Fi

Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2022

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CONAGRA BRANDS, INC. (September 22, 2022) ARTICLE I OFFICES Section 1. Principal Executive Office. The principal executive office of Conagra Brands, Inc. (?Conagra?) shall be located in the City of Chicago, State of Illinois. Conagra may have such other offices as the Board of Directors may designate or as the business of Conagra may require from time to

Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 26, 2022

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF CONAGRA BRANDS, INC. Conagra Brands, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), hereby certifies as follows: First: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on Decembe

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2022 Conagra Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commission Fi

Term Loan Agreement, dated August 26, 2022, by and among Conagra Brands, Inc., Farm Credit Services of America, PCA, as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on August 29, 2022

Exhibit 10.1 EXECUTION VERSION Published CUSIP Number: Deal: TERM LOAN AGREEMENT dated as of August 26, 2022 among CONAGRA BRANDS, INC., The Lenders That Have Signed This Agreement, FARM CREDIT SERVICES OF AMERICA, PCA as Administrative Agent, FARM CREDIT SERVICES OF AMERICA, PCA, and FARM CREDIT BANK OF TEXAS as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTICLE I. DEFINITI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2022 Conagra Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commission File

Second Amended and Restated Revolving Credit Agreement, dated August 26, 2022, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit 10.2 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on August 29, 2022

Exhibit 10.2 EXECUTION VERSION Published CUSIP Number: Deal: 20589JAH8 Revolver: 20589JAJ4 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of August 26, 2022 among CONAGRA BRANDS, INC., The Lenders That Have Signed This Agreement, BANK OF AMERICA, N.A., as Administrative Agent MIZUHO BANK, LTD., as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, MUFG BANK, LTD., GOLDMAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

DEF 14A 1 d357764ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2022 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Subsidiaries of Conagra Brands, Inc.

Exhibit 21 SUBSIDIARIES OF CONAGRA BRANDS, INC. Conagra Brands, Inc. is the parent corporation owning, directly or indirectly, 100% of the voting securities of the following subsidiaries principally engaged in the production and distribution of food products as of May 29, 2022: Subsidiary Jurisdiction of Formation Angie's Artisan Treats, LLC Delaware Conagra G&S (CAG), LLC Delaware Conagra G&S (PF

Powers of Attorney

Exhibit 24 POWER OF ATTORNEY The undersigned Director of Conagra Brands, Inc., a Delaware corporation, hereby constitutes and appoints each of David S. Marberger, Robert G. Wise, and Carey L. Bartell as her Attorney-in-Fact in her name, place and stead, to execute Conagra Brands? Annual Report on Form 10-K for the fiscal year ended May 29, 2022, together with any and all subsequent amendments ther

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 29, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7275 CONAGRA BRANDS, INC. (Ex

CONAGRA BRANDS REPORTS FY22 FOURTH QUARTER AND FULL-YEAR RESULTS Provides fiscal 2023 guidance

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Melissa Napier 312-549-5738 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS FY22 FOURTH QUARTER AND FULL-YEAR RESULTS Provides fiscal 2023 guidance CHICAGO, July 14, 2022? Today Conagra Brands, Inc. (NYSE: CAG) reported results for the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2022 Conagra Brands, Inc.

CAG / ConAgra Foods, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Conagra Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 205887102 (CUSIP Number) June 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2022 Conagra Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2022 Conagra Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commission File N

Conagra Brands Announces Board of Directors Change

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Bayle Ellis 312-549-5958 [email protected] Conagra Brands Announces Board of Directors Change CHICAGO, April 12, 2022 ? Conagra Brands, Inc. (NYSE: CAG) today announced the departure of independent director Scott Ostfeld from its board of directors. Mr. Ostfeld, a pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 27, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2022 Conagra Brands, Inc.

CONAGRA BRANDS REPORTS THIRD QUARTER RESULTS

Exhibit 99.1 eR News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Bayle Ellis 312-549-5958 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS REPORTS THIRD QUARTER RESULTS CHICAGO, April 7, 2022? Today Conagra Brands, Inc. (NYSE: CAG) reported results for the third quarter of fiscal year 2022, which ended on February 27, 202

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2022 Conagra Brands, Inc.

CAG / ConAgra Foods, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Conagra Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 205887102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

CAG / ConAgra Foods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Conagra Brands Inc. Title of Class of Securities: Common Stock CUSIP Number: 205887102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ?

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 6, 2022 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 28, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B

CONAGRA BRANDS REPORTS SECOND QUARTER RESULTS Increases organic net sales guidance; Reaffirms adjusted EPS guidance

Exhibit 99.1 eR News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS REPORTS SECOND QUARTER RESULTS Increases organic net sales guidance; Reaffirms adjusted EPS guidance CHICAGO, January 6, 2022? Today Conagra Brands, Inc. (NYSE: CAG) reported results

11 CONAGRA DRIVE

11 CONAGRA DRIVE ms 11-220 | OMAHA, NE 68102 CONAGRA BRANDS INC CORRESP October 28, 2021 SECPlus Filings October 28, 2021 VIA EDGAR Mr.

CONAGRA BRANDS REPORTS SOLID FIRST QUARTER RESULTS

eR News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 Michael.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 29, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA BRA

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2021 Conagra Brands, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2021 Conagra Brands, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 Conagra Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commission File

Underwriting Agreement, dated August 9, 2021, by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, acting as representatives of the several underwriters named therein.

Exhibit 1.1 CONAGRA BRANDS, INC. $500,000,000 0.500% Senior Notes due 2023 UNDERWRITING AGREEMENT August 9, 2021 BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC Underwriting Agreement August 9, 2021 BofA SECURITIES, INC. GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC MIZUHO SECURITIES USA LLC As Representatives of the several Underwriters c/o

First Supplemental Indenture, dated August 12, 2021, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on August 12, 2021

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture, dated as of August 12, 2021 (this ?First Supplemental Indenture?), is entered into by and between Conagra Brands, Inc., a Delaware corporation (the ?Company?), and U.S. Bank National Association, as trustee (the ?Trustee?). WITNESSETH WHEREAS, pursuant to the Indenture, dated as of the date hereof, by and between the Compa

Indenture, dated August 12, 2021, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee, incorporated herein by reference to Exhibit 4.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on August 12, 2021

Exhibit 4.1 CONAGRA BRANDS, INC. and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of August 12, 2021 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 314(a) 4.03; 4.04;

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee (1) 0.500% Senior Notes due 2023

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-258608 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee (1) 0.500% Senior Notes due 2023 $500,000,000 99.812% $499,060,000 $54,448 (1) The filing fee is calcula

Power of Attorney

EX-24.1 5 d169383dex241.htm EX-24.1 Exhibit 24.1 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Conagra Brands, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Sean M. Connolly, David S. Marberger, Colleen R. Batcheler and Robert G. Wise, or any of them, each acting alone, as the true and law

As filed with the Securities and Exchange Commission on August 9, 2021

Table of Contents As filed with the Securities and Exchange Commission on August 9, 2021 Registration No.

CONAGRA BRANDS, INC. Pricing Term Sheet $500,000,000 0.500% Senior Notes due 2023 Issuer: Conagra Brands, Inc. Ratings (Moody’s / S&P / Fitch)*: Baa3 (positive) / BBB- (stable) / BBB- (stable) Securities: 0.500% Senior Notes due 2023 Principal Amount

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-258608 August 9, 2021 CONAGRA BRANDS, INC. Pricing Term Sheet $500,000,000 0.500% Senior Notes due 2023 Issuer: Conagra Brands, Inc. Ratings (Moody?s / S&P / Fitch)*: Baa3 (positive) / BBB- (stable) / BBB- (stable) Securities: 0.500% Senior Notes due 2023 Principal Amount: $500,000,000 Maturity: August 11, 2023 Coupon (

Form of Indenture between Conagra Brands, Inc. and U.S. Bank National Association, as Trustee

Exhibit 4.3 CONAGRA BRANDS, INC. and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of [ ] CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 11.03 (c) 11.03 313(a) 7.06 (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 314(a) 4.03; 4.04; 11.02 (b) N

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Trustee under the Indenture

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Em

SUBJECT TO COMPLETION, DATED AUGUST 9, 2021

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-258608 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

DEF 14A 1 d196503ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2021 Conagra Brands, Inc.

Amendment No. 1, dated as of July 13, 2021, to Amended and Restated Revolving Credit Agreement by and among Conagra Brands, Inc., the banks, financial institutions and other institutional lenders party thereto, as lenders, and Bank of America, N.A., as administrative agent

Exhibit 10.19 EXECUTION COPY AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of July 13, 2021 AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among CONAGRA BRANDS, INC., a Delaware corporation (the ?Company?), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the ?Lenders

Powers of Attorney

Exhibit 24 POWER OF ATTORNEY The undersigned Director of Conagra Brands, Inc., a Delaware corporation, hereby constitutes and appoints each of David S. Marberger, Robert G. Wise, and Colleen R. Batcheler as his Attorney-in-Fact in his name, place and stead, to execute Conagra Brands? Annual Report on Form 10-K for the fiscal year ended May 30, 2021, together with any and all subsequent amendments

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7275 CONAGRA BRANDS, INC. (Ex

Subsidiaries of Conagra Brands, Inc.

Exhibit 21 SUBSIDIARIES OF CONAGRA BRANDS, INC. Conagra Brands, Inc. is the parent corporation owning, directly or indirectly, 100% of the voting securities of the following subsidiaries principally engaged in the production and distribution of food products as of May 30, 2021: Subsidiary Jurisdiction of Formation Angie's Artisan Treats, LLC Delaware Conagra G&S (CAG), LLC Delaware Conagra G&S (PF

CONAGRA BRANDS REPORTS STRONG FY21 FOURTH QUARTER AND FULL-YEAR RESULTS Provides updated fiscal 2022 guidance; increases annualized dividend 14%

R News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 Michael.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2021 Conagra Brands, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2021 Conagra Brands, Inc.

CONAGRA BRANDS REPORTS STRONG THIRD QUARTER RESULTS

R News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 Michael.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2021 Conagra Brands, Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B

Legal Disclosure Note on Forward-Looking Statements This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management's current expectations and are subject t

CAGNY 2021 Exhibit 99.1 Legal Disclosure Note on Forward-Looking Statements This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Readers of this document should understand that these statements are not guarantee

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Conagra Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 205887102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2021 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Conagra Brands Inc. (Name of Issuer) Common Shares (Title of Class of Securities) (CUSIP Number) Decembe

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Conagra Brands Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 205887102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Conagra Brands Inc. Title of Class of Securities: Common Stock CUSIP Number: 205887102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

CONAGRA BRANDS REPORTS STRONG SECOND QUARTER RESULTS Exceeded Range for Each Guidance Metric; Achieved Targeted Net Leverage Ratio Ahead of Schedule

News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 Michael.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 29, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2021 Conagra Brands, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2020 Conagra Brands, Inc.

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2020 Conagra Brands, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2020 Conagra Brands, Inc.

Third Supplemental Indenture, dated October 16, 2020, by and between Conagra Brands, Inc. and Wells Fargo Bank, National Association as Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on October 16, 2020

EX-4.2 Exhibit 4.2 THIRD SUPPLEMENTAL INDENTURE This Third Supplemental Indenture, dated as of October 16, 2020 (this “Third Supplemental Indenture”), is entered into by and between Conagra Brands, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee

Underwriting Agreement, dated October 7, 2020, by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, acting as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 CONAGRA BRANDS, INC. $1,000,000,000 1.375% Senior Notes due 2027 UNDERWRITING AGREEMENT October 7, 2020 BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC Underwriting Agreement October 7, 2020 BofA SECURITIES, INC. GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC MIZUHO SECURITIES USA LLC As Representatives of the several Underw

CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 1.375% Senior Notes due 2027

424B5 1 d40709d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-227740 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 1.375% Senior Notes due 2027 $1,000,000,000 98.817% $988,170,000 $107

CONAGRA BRANDS, INC. Pricing Term Sheet $1,000,000,000 1.375% Senior Notes due 2027 Issuer: Conagra Brands, Inc. Ratings (Moody’s / S&P / Fitch)*: Baa3 (stable) / BBB- (stable) / BBB- (stable) Securities: 1.375% Senior Notes due 2027 Principal Amount

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-227740 October 7, 2020 CONAGRA BRANDS, INC. Pricing Term Sheet $1,000,000,000 1.375% Senior Notes due 2027 Issuer: Conagra Brands, Inc. Ratings (Moody’s / S&P / Fitch)*: Baa3 (stable) / BBB- (stable) / BBB- (stable) Securities: 1.375% Senior Notes due 2027 Principal Amount: $1,000,000,000 Maturity: November 1, 2027

SUBJECT TO COMPLETION, DATED OCTOBER 7, 2020

424B5 1 d40709d424b5.htm 424B5 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA BRA

CONAGRA BRANDS REPORTS STRONG FIRST QUARTER RESULTS Board of Directors Approves 29% Increase in Dividend

EX-99.1 Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS REPORTS STRONG FIRST QUARTER RESULTS Board of Directors Approves 29% Increase in Dividend CHICAGO, October 1, 2020 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2020 Conagra Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2020 Conagra Brands,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2020 Conagra Brands, Inc.

DEF 14A

2020 PROXY STATEMENT Notice of Annual Meeting of Shareholders to be held Wednesday, September 23, 2020Notice of Internet Availability of Proxy Materials We are pleased to provide access to our proxy materials via the internet.

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Form of Senior Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 28, 2020

EX-10.1 EXHIBIT 10.1 FORM OF SENIOR OFFICER INDEMNIFICATION AGREEMENT This Senior Officer1 Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Conagra Brands, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS: A. Delaware law authorizes (and in some instances requires) corporations to indemnify their officers, and further authorizes corporati

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2020 Conagra Brands, Inc.

Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2020

EX-3.1 EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF CONAGRA BRANDS, INC. (July 23, 2020) ARTICLE I OFFICES Section 1. Principal Executive Office. The principal executive office of Conagra Brands, Inc. (“Conagra”) shall be located in the City of Chicago, State of Illinois. Conagra may have such other offices as the Board of Directors may designate or as the business of Conagra may require from time t

Powers of Attorney

Exhibit 24 POWER OF ATTORNEY The undersigned Director of Conagra Brands, Inc., a Delaware corporation, hereby constitutes and appoints each of David S. Marberger, Robert G. Wise, and Colleen R. Batcheler as his Attorney-in-Fact in his name, place and stead, to execute Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2020, together with any and all subsequent amendments

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7275 CONAGRA BRANDS, INC. (Ex

Subsidiaries of Conagra Brands, Inc.

Exhibit 21 SUBSIDIARIES OF CONAGRA BRANDS, INC. Conagra Brands, Inc. is the parent corporation owning, directly or indirectly, 100% of the voting securities of the following subsidiaries principally engaged in the production and distribution of food products as of May 31, 2020: Subsidiary Jurisdiction of Formation Angie's Artisan Treats, LLC Delaware Conagra G&S (CAG), LLC Delaware Conagra G&S (PF

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2020 Conagra Brands, Inc.

CONAGRA BRANDS REPORTS STRONG FOURTH QUARTER AND FULL-YEAR RESULTS

EX-99.1 2 d939418dex991.htm EX-99.1 Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS REPORTS STRONG FOURTH QUARTER AND FULL-YEAR RESULTS CHICAGO, June 30, 2020 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the fourth q

CAG / ConAgra Foods, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Conagra Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 205887102 (CUSIP Number) May 29, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Term Loan Agreement, dated May 21, 2020, by and among Conagra Brands, Inc. and Farm Credit Services of America, PCA, as administrative agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 21, 2020

EX-10.1 2 d857543dex101.htm EX-10.1 EXHIBIT 10.1 EXECUTION VERSION TERM LOAN AGREEMENT dated as of May 21, 2020 by and among CONAGRA BRANDS, INC., THE LENDERS THAT HAVE SIGNED THIS AGREEMENT, and FARM CREDIT SERVICES OF AMERICA, PCA, as Administrative Agent, FARM CREDIT SERVICES OF AMERICA, PCA and FARM CREDIT BANK OF TEXAS, as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTI

CONAGRA BRANDS CONTINUES DELEVERAGING PROCESS Announces Debt Pre-Payment and Secures Additional Liquidity

EX-99.1 Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS CONTINUES DELEVERAGING PROCESS Announces Debt Pre-Payment and Secures Additional Liquidity CHICAGO, May 21, 2020 — Conagra Brands, Inc. (NYSE: CAG) today announced continued pro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2020 Conagra Brands, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2020 Conagra Brands, Inc.

Form of Director Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 19, 2020

EX-10.1 EXHIBIT 10.1 DIRECTOR INDEMNIFICATION AGREEMENT This Director Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Conagra Brands, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS: A. Delaware law authorizes (and in some instances requires) corporations to indemnify their directors, and further authorizes corporations to purchase and

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2020 Conagra Brands, Inc.

Third Amendment, dated as of May 14, 2020, to the Conagra Brands, Inc. Voluntary Deferred Compensation Plan (January 1, 2017 Restatement), incorporated herein by reference to Exhibit 10.2 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 19, 2020

EX-10.2 EXHIBIT 10.2 THIRD AMENDMENT TO CONAGRA BRANDS, INC. VOLUNTARY DEFERRED COMPENSATION PLAN (January 1, 2017 Restatement) WHEREAS Conagra Brands, Inc. (the “Company”) sponsors the Conagra Brands, Inc. Voluntary Deferred Compensation Plan, effective January 1, 2017 (the “Plan”); and WHEREAS, the Company’s Human Resources Committee (the “HRC”) has the authority, pursuant to Section 9.1 of the

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2020 Conagra Brands, Inc.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2020 Conagra Brands, Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 23, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B

CONAGRA BRANDS REPORTS THIRD QUARTER RESULTS Now Expects to Exceed Full-Year Sales and Profit Guidance

EX-99.1 Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS REPORTS THIRD QUARTER RESULTS Now Expects to Exceed Full-Year Sales and Profit Guidance CHICAGO, March 31, 2020 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2020 Conagra Brands, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2020 Conagra Brands, Inc.

Legal Disclosure Note on Forward-Looking Statements This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management's current expectations and are subject t

EX-99.2 Exhibit 99.2 C A G N Y 2020 1Exhibit 99.2 C A G N Y 2020 1 Legal Disclosure Note on Forward-Looking Statements This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Readers of this document should underst

CONAGRA BRANDS UPDATES FISCAL 2020 OUTLOOK; REMAINS COMMITTED TO LONG-TERM TARGETS Management will Present at the 2020 CAGNY Conference on Tuesday, Feb. 18th

EX-99.1 Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] CONAGRA BRANDS UPDATES FISCAL 2020 OUTLOOK; REMAINS COMMITTED TO LONG-TERM TARGETS Management will Present at the 2020 CAGNY Conference on Tuesday, Feb. 18th CHICAGO, February 17, 2020 — Conagra Brands, Inc. (NYSE:

CAG / ConAgra Foods, Inc. / MACQUARIE GROUP LTD - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Conagra Brands Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 205887102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

CAG / ConAgra Foods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Conagra Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 205887102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2020 Conagra Brands, Inc.

Quarterly Report - 10-Q

nHat t UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 24, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CO

CONAGRA BRANDS REPORTS SOLID SECOND QUARTER RESULTS Reaffirming Organic Net Sales and Margin Guidance

EX-99.1 Exhibit 99.1 For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] F O R I M M E D I A T E R E L E A S E CONAGRA BRANDS REPORTS SOLID SECOND QUARTER RESULTS Reaffirming Organic Net Sales and Margin Guidance CHICAGO, December 19, 2019 — Today Conagra Brands, Inc. (NYSE: CAG) reported results fo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2019 Conagra Brands, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2019 Conagra Brands, Inc.

Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2019

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CONAGRA BRANDS, INC. (December 2019) ARTICLE I OFFICES Section 1. Principal Executive Office. The principal executive office of Conagra Brands, Inc. (“Conagra”) shall be located in the City of Chicago, State of Illinois. Conagra may have such other offices as the Board of Directors may designate or as the business of Conagra may require from time t

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 25, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA BRA

CONAGRA BRANDS REPORTS FIRST QUARTER RESULTS Reaffirms Fiscal 2020 Guidance

EX-99.1 Exhibit 99.1 For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] CONAGRA BRANDS REPORTS FIRST QUARTER RESULTS Reaffirms Fiscal 2020 Guidance CHICAGO, September 26, 2019 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the first quarter of fiscal year 2020, which ended on August

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2019 Conagra Brands, Inc.

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2019 Conagra Brands, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2019 Conagra Brands, Inc.

1

EX-99.1 Exhibit 99.1 Explanatory Note Beginning with the first quarter of fiscal 2020, Conagra Brands, Inc. (the “Company”) no longer reports the Pinnacle Foods Inc. (“Pinnacle Foods”) business, acquired in October 2018, as a standalone reporting segment. To better reflect how management is now managing the overall integrated business, the business components previously comprising the Pinnacle Foo

CAG / ConAgra Foods, Inc. DEFA14A - - DEFA14A

DEFA14A 1 d747493ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidentia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

DEF 14A

Exhibit 4.3

Exhibit 4.3 Conagra Brands, Inc. Description of Securities The summary of the general terms and provisions of the common stock of Conagra Brands, Inc. (“Conagra Brands,” “we,” and “our”) set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation (our “certificate of incorporation”) and Amende

Subsidiaries of Conagra Brands, Inc.

Exhibit 21 SUBSIDIARIES OF CONAGRA BRANDS, INC. Conagra Brands, Inc. is the parent corporation owning, directly or indirectly, 100% of the voting securities of the following subsidiaries principally engaged in the production and distribution of food products as of May 26, 2019: Subsidiary Jurisdiction of Formation Angie's Artisan Treats, LLC Delaware Birds Eye Foods LLC Delaware Boulder Brands USA

Form of CEO Restricted Stock Unit Agreement, incorporated herein by reference to Exhibit 10.5.11 to Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2019

Exhibit 10.5.11 FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR CHIEF EXECUTIVE OFFICER CONAGRA BRANDS, INC. 2014 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 Chief Executive Officer of the Company (the “Participant”). 1. Award Grant. Conagra hereby grants

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 26, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-7275 CONAGRA BRANDS, INC. (Ex

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Exhibit 24 POWER OF ATTORNEY The undersigned Director of Conagra Brands, Inc., a Delaware corporation, hereby constitutes and appoints each of David S. Marberger, Robert G. Wise, and Colleen R. Batcheler as his Attorney-in-Fact in his name, place and stead, to execute Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2019, together with any and all subsequent amendments

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8-K 1 d767621d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2019 Conagra Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorp

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EX-99.1 Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] FOR IMMEDIATE RELEASE CONAGRA BRANDS REPORTS FOURTH QUARTER AND FULL-YEAR RESULTS CHICAGO, June 27, 2019 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the fourth quarter and full fiscal year 2019, w

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8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2019 Conagra Brands, Inc.

Form of Performance-Based Restricted Stock Units Agreement (for non-CEO participants), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on April 16, 2019

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EX-10.2 Exhibit 10.2 CONAGRA BRANDS, INC. CEO Performance-Based Restricted Stock Units Agreement This CEO PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of April 15, 2019, by and between Conagra Brands, Inc., a Delaware corporation (the “Company”), and , the Company’s Chief Executive Officer (the “Grantee”). 1. Certain Definitions. Capitalized terms used, but not

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EX-99.1 Exhibit 99.1 SEAN CONNOLLY PRESIDENT AND CHIEF EXECUTIVE OFFICER Forward-Looking Statements Note on Forward-looking Statements This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Readers of this documen

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Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2019 Conagra Brands, Inc.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 24, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-7275 CONAGRA B