Napier Melissa C. 4

What Happened

• Melissa C. Napier, SVP & Corporate Controller at Conagra Brands (CAG), had RSUs vest on July 17 and July 19, 2026 and received a total of 6,328 shares. The company withheld 2,931 shares to cover tax liabilities (cashless withholding) valued at about $41,855 (1,746 × $14.28 = $24,933; 1,185 × $14.28 = $16,922). After withholding, Napier retained approximately 3,397 shares. The RSU-to-share conversions are reported as derivative exercises (code M) with tax withholding reported as dispositions (code F).

Key Details

• Transaction dates: July 17, 2026 (3,940 RSUs vested) and July 19, 2026 (2,388 RSUs vested).
• Withheld for taxes: 1,746 shares (7/17) and 1,185 shares (7/19) at $14.28/share; total withheld value ≈ $41,855.
• Gross value of vested shares (using $14.28/share): ≈ $90,364; net value of shares retained ≈ $48,509.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: F1 — RSUs from July 17, 2025 grant (33.33% vested 7/17/26); F3 — RSUs from July 19, 2023 grant (final tranche vested 7/19/26); F2 — shares withheld for taxes.
• Filing timeliness: Form 4 filed July 21, 2026; this is within the standard 2-business-day reporting window for the July 17 and July 19 vesting dates.

Context

• These transactions are a routine conversion of vested restricted stock units (RSUs) into common shares, followed by share withholding to satisfy tax obligations (a cashless withholding), not an open-market sale or purchase. Such vesting/withholding events are administrative and do not necessarily signal a change in insider sentiment.