CONAGRA BRANDS INC.·4

Jul 28, 4:48 PM ET

O'Mara Noelle 4

4 · CONAGRA BRANDS INC. · Filed Jul 28, 2026

Research Summary

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Updated

Conagra (CAG) EVP Noelle O'Mara Exercises RSUs; Shares Withheld

What Happened Noelle O'Mara, Executive Vice President & President, Retail & Food (Conagra Brands, CAG), had restricted stock units (RSUs) vest on July 24, 2026 and converted them into common shares. Three RSU tranches converted into a total of 46,133 shares (34,257 + 4,568 + 7,308). To satisfy tax withholding, 20,438 of those shares were withheld at $14.77/share for a tax withholding value of $301,869, leaving a net 25,695 shares issued to O'Mara. The filing shows the RSU conversions reported as derivative exercises (code M) and the withholding reported as a tax-related disposition (code F).

Key Details

  • Transaction date(s): July 24, 2026; Form filed July 28, 2026 (reporting period 7/24/2026).
  • Shares converted (vested): 34,257; 4,568; 7,308 — total 46,133 shares.
  • Shares withheld for taxes: 20,438 shares at $14.77 = $301,869.
  • Net shares delivered to insider: 25,695 shares (46,133 - 20,438).
  • Footnotes: F1/F2 describe the original RSU grants and vesting schedules (grants dated July 24, 2024 with staggered vesting in 2025–2027). F3 notes the shares were withheld to cover taxes.
  • Filing timeliness: Form filed July 28, 2026 for a 7/24/2026 transaction (no late-filing flag provided in the excerpt).

Context

  • These transactions are RSU vesting and settlement, not open-market purchases or sales; the derivative exercise entries reflect conversion of RSUs into shares.
  • The withholding is a routine tax-related disposition (shares retained by the company to cover tax obligations), not an indication of a separate sale on the open market.
  • For retail investors, RSU vesting is common compensation activity and does not, by itself, signal insider sentiment about the company’s stock price.

Insider Transaction Report

Form 4
Period: 2026-07-24
O'Mara Noelle
EVP & President, R & F
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-07-24+34,25766,664 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-07-24+4,56871,232 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-07-24+7,30878,540 total
  • Tax Payment

    Common Stock

    [F3]
    2026-07-24$14.77/sh20,438$301,86958,102 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1]
    2026-07-2434,2570 total
    Common Stock (34,257 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2]
    2026-07-244,5684,568 total
    Common Stock (4,568 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2]
    2026-07-247,3087,309 total
    Common Stock (7,308 underlying)
Footnotes (3)
  • [F1]The restricted stock units ("RSUs") were granted on July 24, 2024, and vested 50% on each of July 24, 2025, and July 24, 2026. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date.
  • [F2]The restricted stock units were granted on July 24, 2024, and vested 33.33% on each of July 24, 2025, and July 24, 2026, and will vest 33.34% on July 24, 2027. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date.
  • [F3]Shares withheld for taxes.
Signature
/s/ McLaurin Files, Attorney-in-Fact|2026-07-28

Documents

1 file
  • 4
    form4-07282026_080738.xmlPrimary