What changed in this filing

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Item 1. Financial Statements

2025-10-01 compared with 2025-04-03 · 217 added, 348 removed, 394 unchanged (59% of the section changed)

5 unchanged sentences

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Cost of goods sold

Selling, general and administrative expenses

Other intangible asset impairment charges

Loss on divestitures

Pension and postretirement non-service income (expense)

Loss (gain) on divestitures

Operating profit

Pension and postretirement non-service income

Interest expense, net

16 unchanged sentences

Thirteen Weeks Ended

February 23, 2025

February 25, 2024

Other comprehensive income:

Derivative adjustments:

Unrealized derivative adjustments

Reclassification for derivative adjustments included in net income

Unrealized currency translation gains (losses)

Pension and postretirement benefit obligations:

Unrealized pension and postretirement benefit obligations

Reclassification for pension and postretirement benefit obligations included in net income

Comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Conagra Brands, Inc.

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Other comprehensive income:

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Comprehensive income

Comprehensive income (loss) attributable to noncontrolling interests (see Note 3)

Comprehensive income attributable to noncontrolling interests (see Note 3)

Comprehensive income attributable to Conagra Brands, Inc.

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(in millions except share data)

February 23, 2025

August 24, 2025

Current assets

19 unchanged sentences

Senior long-term debt, excluding current installments

Deferred income taxes

Other noncurrent liabilities

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Retained earnings

Accumulated other comprehensive loss

Accumulated other comprehensive income

Less treasury stock, at cost, 105,867,588 and 106,846,304 common shares

Total Conagra Brands, Inc.

common stockholders' equity

Noncontrolling interests

Total stockholders' equity

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(in millions)

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Cash flows from operating activities:

2 unchanged sentences

Asset impairment charges

Equity method investment earnings less than (in excess of) distributions

Loss (gain) on divestitures

Equity method investment earnings in excess of distributions

Stock-settled share-based payments expense

Contributions to pension plans

Pension expense (benefit)

Pension benefit

Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:

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Sale of property, plant and equipment

Purchase of marketable securities

Sale of marketable securities

Purchase of businesses, net of cash acquired

Proceeds from divestitures, net of cash divested

Proceeds from insurance recoveries

Net cash flows from investing activities

29 unchanged sentences

The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented.

During the first and third quarters of fiscal 2025, we determined that certain assets and liabilities were held for sale.

We have reclassified these assets and liabilities within our Condensed Consolidated Balance Sheets for all periods presented (see Note 3).

In addition, certain other prior year amounts have been reclassified to conform to current period presentation.

These reclassifications had no effect on net income in our Condensed Consolidated Statements of Earnings.

Certain costs previously classified as selling, general and administrative (“SG&A”) expenses have been reclassified to other intangible asset impairment charges and loss on divestitures in our Condensed Consolidated Statements of Earnings.

Certain costs previously classified as selling, general and administrative (“SG&A”) expenses have been reclassified to loss (gain) on divestitures in our Condensed Consolidated Statements of Earnings.

All other adjustments are of a normal recurring nature.

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Recently Issued Accounting Pronouncements and Disclosure Rules

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The disclosure requirements must be applied retrospectively to all prior periods presented in the financial statements.

The effective date for the standard is for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are in the process of analyzing the impact of the ASU on our related disclosures.

We will adopt this guidance in the fourth quarter of fiscal 2025, when it becomes effective.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , to provide more detailed income tax disclosure requirements.

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We will adopt this guidance in the fourth quarter of fiscal 2026, when it becomes effective.

In March 2024, the Securities and Exchange Commission (“SEC”) issued final climate-related disclosure rules that will require disclosure of material climate-related risks and material direct greenhouse gas emissions from operations owned or controlled (Scope 1) and/or material indirect greenhouse gas emissions from purchased energy consumed in owned or controlled operations (Scope 2).

Additionally, the rules require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to certain materiality thresholds.

In April 2024, the SEC stayed its implementation of this rule pending the outcome of legal challenges.

However, we continue to monitor developments and analyze the potential impact of the new rules on our related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis.

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We are in the process of analyzing the impact of the ASU on our related disclosures.

In July 2024, we acquired the manufacturing operations of an existing co-manufacturer of our cooking spray products, for a cash purchase price of $ 51.2 million, including working capital adjustments.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software , to modernize the outdated guidance for accounting for software costs by aligning the accounting with how software is developed today.

The effective date for the standard is for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years.

Early adoption is permitted.

The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transition approach.

We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures.

In July 2024, we acquired the manufacturing operations of an existing contract manufacturer of our cooking spray products, for a cash purchase price of $ 51.2 million, including working capital adjustments.

Approximately $ 46.3 million of the purchase price has been classified as goodwill, which is deductible for income tax purposes.

The settlement of certain pre-existing contractual agreements between Conagra and the co-manufacturer as part of the transaction resulted in a net gain of $ 3.4 million within selling, general and administrative expenses in fiscal 2025.

The settlement of certain pre-existing contractual agreements between Conagra and the contract manufacturer as part of the transaction resulted in a net gain of $ 2.9 million within SG&A expenses in the first quarter of fiscal 2025.

In August 2024, we acquired the outstanding equity of Sweetwood Smoke & Co., maker of FATTY ® smoked meat sticks, for a cash purchase price of $ 179.4 million, net of cash acquired and including working capital adjustments.

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For each of these acquisitions, the amounts allocated to goodwill were primarily attributable to anticipated synergies, future growth opportunities, and other intangibles that do not qualify for separate recognition such as an assembled workforce.

The results of each of these acquisitions, subsequent to the acquisition closings, are primarily included in the Grocery & Snacks segment and through February 23, 2025, were not material to our Condensed Consolidated Statements of Earnings.

The results of each of these acquisitions, subsequent to the acquisition closings, are primarily included in the Grocery & Snacks segment and through August 24, 2025, were not material to our Condensed Consolidated Statements of Earnings.

Under the acquisition method of accounting, the assets acquired and liabilities assumed in these acquisitions were recorded at their respective estimated fair values at the date of acquisition.

We expect to finalize the purchase price allocation in the fourth quarter of fiscal 2025.

The purchase price allocations were finalized as of the fourth quarter of fiscal 2025.

DIVESTITURES AND ASSETS HELD FOR SALE

During the first quarter of fiscal 2025, we completed the sale of our 51.8 % ownership stake in Agro Tech Foods Limited (“ATFL”) for net proceeds of $ 76.8 million.

Prior to the transaction, our majority ownership of ATFL was consolidated within our International segment.

We recognized a loss of $ 2.3 million on the sale within loss on divestitures in the first quarter of fiscal 2025.

In connection with this divestiture, we also released $ 41.8 million and $ 38.0 million of currency translation losses from accumulated other comprehensive loss and noncontrolling interests, respectively.

In the second quarter of fiscal 2024, we recognized an impairment charge of $ 34.2 million within loss on divestitures related to this business.

The assets and liabilities related to ATFL have been reclassified as assets and liabilities held for sale within our Condensed Consolidated Balance Sheet for the period presented prior to the divestiture.

The assets and liabilities related to ATFL classified as held for sale reflected in our Condensed Consolidated Balance Sheet were as follows:

Chef Boyardee ® Business

During the first quarter of fiscal 2026, we completed the sale of our Chef Boyardee ® business for net proceeds of $ 601.2 million, subject to final working capital adjustments.

The business results were previously reported in our Grocery & Snacks, International, and Foodservice segments.

We recognized a gain on the sale of $ 42.8 million within loss (gain) on divestitures in the first quarter of fiscal 2026.

The assets and liabilities related to our Chef Boyardee ® business have been reclassified as assets and liabilities held for sale within our Condensed Consolidated Balance Sheet for the period presented prior to the divestiture.

The assets and liabilities related to our Chef Boyardee ® business classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows:

Current assets

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Noncurrent liabilities

Frozen Fish Business

During the first quarter of fiscal 2026, we completed the sale of our frozen fish business, which includes our Van De Kamp’s ® and Mrs.

Paul’s ® brands for net proceeds of $ 42.4 million, subject to final working capital adjustments.

The business results were previously reported primarily in our Refrigerated & Frozen segment.

We recognized a loss on the sale of $ 0.4 million within loss (gain) on divestitures in the first quarter of fiscal 2026.

The assets related to our frozen fish business have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for the period presented prior to the divestiture.

The assets related to our frozen fish business classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows:

Current assets

Noncurrent assets (including goodwill of $ 17.1 million)

Agro Tech Foods Limited Divestiture

During the first quarter of fiscal 2025, we completed the sale of our 51.8 % ownership stake in Agro Tech Foods Limited (“ATFL”) for net proceeds of $ 76.8 million.

Prior to the transaction, our majority ownership of ATFL was consolidated within our International segment.

We recognized a loss of $ 2.3 million on the sale within loss (gain) on divestitures in the first quarter of fiscal 2025.

Other Assets Held for Sale

As a result of management’s decision to exit a certain manufacturing facility and related warehouse in our Refrigerated & Frozen segment in fiscal 2024, we began to actively market these assets during the first quarter of fiscal 2025.

We anticipate entering into a definitive agreement to sell these assets in the next twelve months.

Accordingly, these assets have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for all periods presented.

We have initiated plans to sell businesses with operating results primarily included within our Grocery & Snacks, Refrigerated & Frozen, and International segments.

During the third quarter of fiscal 2025, these businesses met the criteria to be classified as held for sale.

The assets and liabilities have been reclassified as assets and liabilities held for sale within our Condensed Consolidated Balance Sheets for all periods presented and are expected to be sold within twelve months of initiating our plans.

As a result , based on our current estimates regarding these planned transactions, we recognized an impairment charge of $ 27.2 million in our Refrigerated & Frozen segment within loss on divestitures in the third quarter of fiscal 2025.

Subsequent to the end of the first quarter of fiscal 2026, we sold a certain manufacturing facility and related warehouse in our Refrigerated & Frozen segment for net proceeds of approximately $ 26.5 million.

These assets have been classified as assets held for sale within our Condensed Consolidated Balance Sheets for all periods presented.

In addition, we actively market certain other assets from time to time.

These assets have also been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for periods prior to the disposal of the individual asset groups.

The assets and liabilities currently classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows:

February 23, 2025

Current assets

Noncurrent assets (including goodwill of $ 247.5 million and $ 256.8 million, respectively)

Current liabilities

Noncurrent liabilities

The related noncurrent assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets was $ 25.6 million as of both August 24, 2025 and May 25, 2025.

RESTRUCTURING ACTIVITIES

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Conagra Restructuring Plan

From fiscal 2019 through February 23, 2025, we have approved $ 345.9 million ($ 90.1 million of cash charges and $ 255.8 million of non-cash charges) and recognized cumulative charges of $ 310.2 million as part of a restructuring plan to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”).

In the third quarter and first three quarters of fiscal 2025, we recognized charges of $ 6.9 million and $ 90.7 million, respectively, in connection with the Conagra Restructuring Plan.

In the third quarter and first three quarters of fiscal 2024, we recognized charges of $ 1.5 million and $ 28.9 million, respectively, in connection with the Conagra Restructuring Plan.

We incur costs related to the Conagra Restructuring Plan over a multi-year period.

During the first three quarters of fiscal 2025, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:

From fiscal 2019 through August 24, 2025, we have approved and expect to incur $ 349.0 million ($ 102.1 million of cash charges and $ 246.9 million of non-cash charges) and recognized cumulative charges of $ 325.6 million as part of a restructuring plan to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”).

In the first quarter of fiscal 2026 and 2025, we recognized charges of $ 4.4 million and $ 4.3 million, respectively, in connection with the Conagra Restructuring Plan.

We anticipate that we will recognize costs related to the Conagra Restructuring Plan through the end of fiscal 2026.

During the first quarter of fiscal 2026, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:

International

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Included in the above results are $ 3.2 million of charges that have resulted or will result in cash outflows and $ 1.2 million in non-cash charges.

Liabilities recorded for the Conagra Restructuring Plan and changes therein for the first three quarters of fiscal 2025 were as follows:

Liabilities recorded for the Conagra Restructuring Plan and changes therein for the first quarter of fiscal 2026 were as follows:

Costs Paid or

Otherwise Settled

February 23, 2025

August 24, 2025

Severance and related costs

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DEBT AND REVOLVING CREDIT FACILITY

During the fourth quarter of fiscal 2024, we repaid the entire outstanding $ 1.0 billion aggregate principal amount of our 4.30 % senior notes on their maturity date of May 1, 2024.

The repayment was funded by an unsecured term loan described below, along with the issuance of commercial paper and operating cash flows.

During the first quarter of fiscal 2024, we repaid the entire outstanding $ 500.0 million aggregate principal amount of our 0.50 % senior notes on their maturity date of August 11, 2023.

The repayment was primarily funded using the net proceeds from the issuance of $ 500.0 million aggregate principal amount of 5.30 % senior notes due October 1, 2026.

During the second quarter of fiscal 2023, we borrowed the full $ 500.0 million aggregate principal amount available under our unsecured term loan (the “Term Loan”) from a syndicate of financial institutions.

During the second quarter of fiscal 2024, we

prepaid $ 250.0 million of the aggregate principal amount outstanding under the Term Loan.

During the second quarter of fiscal 2025, we prepaid the remaining $ 250.0 million of the aggregate principal amount outstanding under the Term Loan.

During the fourth quarter of fiscal 2024, we entered into an unsecured Term Loan Agreement with a financial institution and borrowed the full principal amount, $ 300.0 million, available thereunder (the “2024 Term Loan”).

The 2024 Term Loan matures on April 29, 2025.

During the first quarter of fiscal 2026, we issued $ 500.0 million aggregate principal amount of 5.00 % senior unsecured notes due August 1, 2030 and $ 500.0 million aggregate principal amount of 5.75 % senior unsecured notes due August 1, 2035 (the “Notes”).

During the first quarter of fiscal 2026, we prepaid the $ 200.0 million aggregate principal amount outstanding under the unsecured term loan entered into with a financial institution in fiscal 2025 utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 3) and proceeds from the issuance of the Notes discussed above.

During the first quarter of fiscal 2026, we prepaid the $ 300.0 million aggregate principal amount outstanding under the unsecured term loan entered into with a financial institution in fiscal 2024 utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 3) and proceeds from the issuance of the Notes discussed above.

During the second quarter of fiscal 2025, we prepaid the remaining $ 250.0 million aggregate principal amount outstanding of the $ 500.0 million aggregate principal amount unsecured term loan entered into with a syndicate of financial institutions in fiscal 2023, utilizing operating cash flows.

During the second quarter of fiscal 2024, we prepaid $ 250.0 million aggregate principal amount of such term loan, utilizing primarily operating cash flows and the issuance of commercial paper.

Revolving Credit Facility

At February 23, 2025, we had a revolving credit facility (the “Revolving Credit Facility”) with a syndicate of financial institutions providing for a maximum aggregate principal amount outstanding at any one time of $ 2.0 billion (subject to increase to a maximum aggregate principal amount of $ 2.5 billion with consent of the lenders).

The Revolving Credit Facility matures on August 26, 2027 and is unsecured.

The Company may request the term of the Revolving Credit Facility be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis.

As of February 23, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

During the first quarter of fiscal 2026, we terminated and replaced our prior revolving credit facility by entering into a Third Amended and Restated Revolving Credit Agreement (the “Amended Revolving Credit Agreement”) with a syndicate of financial

institutions providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $ 2.0 billion (subject to increase to a maximum aggregate principal amount of $ 2.5 billion with the consent of the lenders).

The Amended Revolving Credit Agreement matures on June 27, 2030 and is unsecured.

The Company may request the term of the Amended Revolving Credit Agreement be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis.

As of August 24, 2025, there were no outstanding borrowings under the Amended Revolving Credit Agreement.

Debt Covenants

The Revolving Credit Facility generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense to be not less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.5 to 1.0, with each ratio to be calculated on a rolling four-quarter basis.

As of February 23, 2025, we were in compliance with all financial covenants under the Revolving Credit Facility.

Our most restrictive debt agreement (the Amended Revolving Credit Agreement) generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense to be not less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.5 to 1.0, with each ratio to be calculated on a rolling four-quarter basis.

As of August 24, 2025, we were in compliance with these financial covenants.

Commercial Paper

As of February 23, 2025 and May 26, 2024, we had $ 535.0 million and $ 586.0 million, respectively, outstanding under our commercial paper program.

As of August 24, 2025, there were no outstanding borrowings under our commercial paper program.

As of May 25, 2025, we had $ 259.0 million outstanding under our commercial paper program.

Interest Expense

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Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Long-term debt

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Supplier participation in these agreements is voluntary.

As of February 23, 2025 and May 26, 2024, $ 269.0 million and $ 334.1 million, respectively, of our total accounts and other payables were payable to suppliers who utilized these third-party services.

As of August 24, 2025 and May 25, 2025, $ 248.4 million and $ 292.2 million, respectively, of our total accounts and other payables were subject to these arrangements.

The associated payments are included in net cash flows from operating activities within our Condensed Consolidated Statements of Cash Flows.

We have also concluded that certain obligations to our suppliers, including amounts due and scheduled payment terms, are impacted by these third-party service programs and these arrangements are classified as notes payable within our Condensed Consolidated Balance Sheets.

The proceeds and payments associated with short-term borrowings are reflected as financing activities within our Condensed

Consolidated Statements of Cash Flows.

As of both February 23, 2025 and May 26, 2024, we had approximately $ 43.2 million of short-term borrowings related to these arrangements.

The proceeds and payments associated with short-term borrowings are reflected as financing activities within our Condensed Consolidated Statements of Cash Flows.

As of August 24, 2025 and May 25, 2025, we had approximately $ 41.4 million and $ 45.9 million, respectively, of short-term borrowings related to these arrangements.

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first three quarters of fiscal 2025, excluding amounts classified as held for sale (see Note 3), was as follows:

The change in the carrying amount of goodwill for the first quarter of fiscal 2026 was as follows:

Grocery & Snacks

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Currency translation

Balance as of February 23, 2025

Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows:

February 23, 2025

Balance as of August 24, 2025

1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both August 24, 2025 and May 25, 2025 were net of accumulated impairment losses of $ 668.2 million.

See Note 9, “Goodwill and Other Identifiable Intangible Assets” , to the financial statements contained in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025 for further information.

Other identifiable intangible assets were as follows:

August 24, 2025

Non-amortizing intangible assets

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Customer relationships and intellectual property

During the second quarter of fiscal 2025, we reorganized our reporting units in the Refrigerated & Frozen and Grocery & Snacks segments.

This required us to reassign assets and liabilities between the reporting units, assess whether there were indicators of impairment for the impacted reporting units, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks).

The fair value of our reporting units is typically estimated using a discounted cash flow method.

The fair value of our indefinite-lived intangibles is determined using the "relief from royalty" methodology.

Both the “relief from royalty” methodology and the discounted cash flow method require us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows.

When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions.

We estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends).

We used a discount rate of 7.50 % and a terminal growth rate that ranged between 1 % to 1.5 % in estimating the fair value of our reporting units.

Estimating the fair value of individual reporting units and our indefinite-lived intangible assets requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures.

The use of different assumptions or estimates for future cash flows, discount rates, or terminal growth rates could produce substantially different estimates of the fair value.

As a result of our impairment tests, in the second quarter of fiscal 2025 we recognized impairment charges of $ 18.9 million for certain brands with continued lower than expected sales and profit margins.

These charges were recorded within other intangible asset impairment charges in our Grocery & Snacks and Refrigerated & Frozen segments.

There were no impairments to goodwill.

When we last performed our annual goodwill impairment assessment on all of our reporting units on the first day of the fourth quarter of fiscal 2025, we found no indicators of impairment and all reporting units had an adequate amount of cushion as of our last quantitative impairment test (cushion in all reporting units exceeded 30 % ).

Since that assessment, our stock price has fluctuated and our shares have generally been trading at lower prices, in part due to the announcement of new tariffs, consumer sentiment, and other macroeconomic uncertainties.

We do not believe that a lower stock price has been sustained, and we do not believe we had a triggering event to test goodwill for impairment in the first quarter of 2026.

However, a sustained stock price decline, along with other factors noted above, could result in a material goodwill or intangible asset impairment in fiscal 2026, specifically in our Refrigerated & Frozen and Foodservice reporting units.

These two reporting units have been most impacted by consumer sentiment and macroeconomic uncertainties, which has resulted in declining cushion from our last quantitative impairment test.

We will continue to monitor the impact of any significant changes in consumer purchasing behaviors, government restrictions, input cost inflation, or other macroeconomic conditions that could change certain assumptions and result in future impairments .

Amortizing intangible assets carry a remaining weighted average life of approximately 16 years .

Amortization expense was $ 13.5 million and $ 40.4 million for the third quarter and first three quarters of fiscal 2025, respectively, and $ 13.4 million and $ 40.2 million for the third quarter and first three quarters of fiscal 2024, respectively.

Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of February 23, 2025, amortization expense is estimated to average $ 41.9 million for each of the next five years.

Amortization expense was $ 10.8 million and $ 13.4 million for the first quarter of fiscal 2026 and 2025, respectively.

Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of August 24, 2025, amortization expense is estimated to average $ 40.8 million for each of the next five years.

DERIVATIVE FINANCIAL INSTRUMENTS

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We settled these contracts during the second quarter of fiscal 2019 and deferred a $ 47.5 million gain in accumulated other comprehensive income that is being amortized as a reduction of interest expense over the lives of the related debt instruments.

The unamortized amount at February 23, 2025 was $ 26.0 million.

The unamortized amount at August 24, 2025 was $ 24.6 million.

Economic Hedges of Forecasted Cash Flows

Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment.

We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold).

expense (within cost of goods sold).

The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold.

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Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

February 23, 2025

February 25, 2024

Gross derivative gains (losses) incurred

August 24, 2025

August 25, 2024

Gross derivative losses incurred

Net derivative gains (losses) allocated to reporting segments

Net derivative gains (losses) recognized in general corporate expenses

Net derivative losses allocated to Grocery & Snacks

Net derivative losses allocated to Refrigerated & Frozen

Net derivative gains (losses) allocated to International

Net derivative losses recognized in general corporate expenses

Net derivative gains (losses) allocated to Grocery & Snacks

Net derivative gains (losses) allocated to Refrigerated & Frozen

Net derivative losses allocated to International

Net derivative gains (losses) allocated to Foodservice

Net derivative gains (losses) included in segment operating profit

The fair values of our derivative positions were not material as of February 23, 2025 and were Level 1 or Level 2 assets or liabilities in the fair value hierarchy (see Note 16 for further information).

The fair values of our derivative positions were not material as of August 24, 2025 and were Level 1 or Level 2 assets or liabilities in the fair value hierarchy (see Note 16 for further information).

We have not significantly changed our valuation techniques from prior periods.

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Recognized on Derivatives

February 23, 2025

February 25, 2024

Commodity contracts

Cost of goods sold

Foreign exchange contracts

Cost of goods sold

Total gains (losses) from derivative instruments not designated as hedging instruments

Location in Condensed Consolidated

Statements of Earnings of Gains (Losses)

Gains (Losses) Recognized on

Derivatives in Condensed Consolidated

Statements of Earnings for the

Thirty-Nine Weeks Ended

Derivatives Not Designated as Hedging Instruments

Recognized on Derivatives

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Commodity contracts

2 unchanged sentences

Cost of goods sold

Total gains from derivative instruments not designated as hedging instruments

As of February 23, 2025, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 65.4 million for purchase contracts.

As of May 26, 2024, our open commodity contracts had a notional value of $ 88.2 million for purchase contracts and $ 11.0 million for sales contracts.

The notional amount of our foreign currency forward contracts as of February 23, 2025 and May 26, 2024 was $ 83.9 million and $ 101.5 million, respectively.

Total losses from derivative instruments not designated as hedging instruments

As of August 24, 2025 and May 25, 2025 our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 116.5 million and $ 140.2 million, respectively, for purchase contracts.

The notional amount of our foreign currency forward contracts as of August 24, 2025 and May 25, 2025 was $ 99.1 million and $ 93.5 million, respectively.

SHARE-BASED PAYMENTS

For the third quarter and first three quarters of fiscal 2025, we recognized total stock-based compensation expense (including restricted stock units and performance shares) of $ 6.3 million and $ 36.1 million, respectively.

For the third quarter and first three quarters of fiscal 2024, we recognized total stock-based compensation expense of $ 15.2 million and $ 18.7 million, respectively.

In the first three quarters of fiscal 2025, we granted 2.2 million restricted stock units at a weighted average grant date price of $ 29.81 per share unit and 0.7 million performance shares at a weighted average grant date price of $ 29.86 per share.

For the first quarter of fiscal 2026 and 2025, we recognized total stock-based compensation expense (including restricted stock units and performance shares) of $ 19.6 million and $ 20.6 million, respectively.

In the first quarter of fiscal 2026, we granted 3.4 million restricted stock units at a weighted average grant date price of $ 19.08 per share unit and 1.0 million performance shares at a weighted average grant date price of $ 18.97 per share.

Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals.

The performance goals for the three -year performance periods ending in fiscal 2025 (the “2025 performance period”) and 2026 (the “2026 performance period”) are based on our net sales and diluted earnings per share (“EPS”) growth, subject to certain adjustments, measured over the defined performance period, with each year of the performance period weighted one-third.

The performance goals for the three -year performance period ending in fiscal 2027 (the “2027 performance period”) is based on our net sales and diluted EPS on a three-year cumulative basis, subject to certain adjustments, measured over the defined performance period.

For each of the 2025 performance period, 2026 performance period, and 2027 performance period, the awards actually earned will range from zero to two hundred percent of the targeted number of performance shares for such performance period.

Dividend equivalents are paid on the portion of performance shares actually earned at our regular dividend rate in additional shares of common stock.

The performance goals for the three -year performance period ending in fiscal 2026 (the “2026 performance period”) are based on our net sales and diluted earnings per share (“EPS”) growth, subject to certain adjustments, measured over the defined performance period, with each year of the performance period weighted one-third.

The performance goals for the three -year performance periods ending in fiscal 2027 (the “2027 performance period”) and fiscal 2028 (the “2028 performance period”) are based on our net sales and diluted EPS on a three-year cumulative basis, subject to certain adjustments, measured over the defined performance periods.

For each of the 2026, 2027, and 2028 performance periods, the awards actually earned will range from zero to two hundred percent of the relevant target number of performance shares.

Awards, if earned, will be paid in shares of our common stock.

Subject to limited exceptions set forth in our performance share plan, any shares earned will be distributed after the end of the performance period, and generally only if the participant continues to be employed with the Company through the date of distribution.

For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period.

Dividend equivalents are paid on the portion of performance shares actually earned at our regular dividend rate in additional shares of common stock.

Subject to limited exceptions set forth in our performance share agreements, any shares earned will be distributed after the end of the performance period, and generally only if the participant continues to be employed with the Company through the date of distribution.

For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common

stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period.

Forfeitures are accounted for as they occur.

4 unchanged sentences

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Net income attributable to Conagra Brands, Inc.

4 unchanged sentences

Diluted weighted average shares outstanding

For the third quarter and first three quarters of fiscal 2025, there were 1.6 million and 1.3 million stock options outstanding, respectively, that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

For the third quarter and first three quarters of fiscal 2024, there were 1.3 million and 1.1 million stock options outstanding, respectively, that were excluded from the computation.

For the first quarter of fiscal 2026 and 2025, there were 2.0 million and 1.3 million, respectively, of stock options and restricted stock units outstanding that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

The major classes of inventories were as follows:

February 23, 2025

August 24, 2025

Raw materials and packaging

2 unchanged sentences

Supplies and other

In the third quarter of fiscal 2025 and 2024, we recognized income tax expense of $ 43.9 million and $ 95.9 million, respectively.

The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was 23.3 % and 23.7 % for the third quarter of fiscal 2025 and 2024, respectively.

In the first three quarters of fiscal 2025 and 2024, we recognized an income tax benefit of $ 33.5 million and income tax expense of $ 297.1 million, respectively.

The effective tax rate was ( 3.9 )% and 24.5 % for the first three quarters of fiscal 2025 and 2024, respectively.

The effective tax rate in the third quarter of fiscal 2025 reflected additional tax expense associated with non-deductible goodwill related to assets held for sale for which an impairment charge was recognized.

During the third quarter of fiscal 2025, goodwill impairment charges totaling $ 8.3 million were recognized with no associated tax benefit.

The effective tax rate in the first three quarters of fiscal 2025 reflected the above-cited items, as well as a $ 9.1 million benefit from the settlement of tax issues that were previously reserved and a $ 220.8 million deferred tax benefit related to the release of valuation allowances booked against certain deferred tax assets.

Recent interactions with the U.S.

In the first quarter of fiscal 2026 and 2025, we recognized income tax expense of $ 124.6 million and an income tax benefit of $ 138.9 million, respectively.

The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was 43.1 % and ( 42.4 )% for the first quarter of fiscal 2026 and 2025, respectively.

The effective tax rate in the first quarter of fiscal 2026 was negatively impacted by non-deductible goodwill related to the divestiture of the Chef Boyardee ® , Mrs.

Paul’s ® , and Van de Kamp’s ® businesses.

This resulted in $ 62.8 million of tax expense being recognized on a pre-tax gain of $ 42.4 million.

Additionally, a $ 5.5 million of tax expense was recognized related to stock-based compensation due to the decline in our stock price.

The effective tax rate in the first quarter of fiscal 2025 reflected a $ 210.4 million deferred tax benefit related to the release of valuation allowances booked against certain deferred tax assets.

Interactions with the U.S.

Internal Revenue Service (IRS) regarding certain elections that had previously been under IRS review make the realization of certain deferred tax assets likely.

The realization of these deferred tax assets allows for both current and future tax deductions through 2036.

The effective tax rate in the first three quarters of fiscal 2024 reflected the impact of an impairment of goodwill that is non-deductible for tax purposes, and tax expense associated with no longer asserting permanent reinvestment of a foreign subsidiary when we reclassified certain assets and liabilities to held for sale.

During the first three quarters of fiscal 2024, goodwill impairment charges totaling $ 20.7 million were recognized with no associated tax benefit.

We have previously made the assessment that the current earnings of certain foreign subsidiaries were not indefinitely reinvested or that we could not remit to the U.S.

parent in a tax-neutral transaction.

Accordingly, we have recorded a deferred tax liability of $ 2.2 million on approximately $ 43.1 million of cumulative earnings as of February 23, 2025.

The deferred tax liability relates to local

withholding taxes that will be owed when this cash is distributed.

In the first quarter of fiscal 2025, we paid $ 16.9 million of withholding taxes previously accrued in connection with the restructuring of our ownership interest in Ardent Mills.

On July 4, 2025, Public Law No.

119-21, referred to as the “One Big Beautiful Bill Act” (the “Act”), was enacted into law.

The Act generally made permanent certain tax provisions of the Tax Cuts and Jobs Act (2017) and includes changes to U.S.

tax law that will be applicable to Conagra beginning in fiscal 2026.

These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures.

We currently expect a beneficial cash flow impact in fiscal 2026 from the enhanced expensing provisions.

The Act does not materially impact our effective tax rate.

CONTINGENCIES

Litigation Matters

We are a party to certain litigation matters as a result of our acquisition of Beatrice Company (“Beatrice”) in fiscal 1991, including litigation proceedings related to lead-based pigment businesses divested by Beatrice prior to our acquisition.

These lawsuits have generally sought damages for personal injury, property damage, economic loss, and governmental expenditures allegedly caused by the use of lead-based paint.

We have denied liability, both on the merits of the claims and on the basis that we do not believe we are the successor to any such liability.

In one such action, we agreed to pay $ 101.7 million, in seven annual installments from fiscal 2020 through fiscal 2026 (of which $ 85.0 million had been paid as of February 23, 2025), as part of a 2019 settlement, which also included a guarantee of up to $ 15.0 million in payments to be made in the event of default by a co-defendant, NL Industries, Inc.

We had accrued $ 16.9 million within other accrued liabilities as of February 23, 2025 and $ 28.9 million ($ 11.8 million within other accrued liabilities and $ 17.1 million within other noncurrent liabilities) as of May 26, 2024.

We are party to a number of matters asserting product liability claims against the Company related to certain Pam ® and other cooking spray products.

These lawsuits generally seek damages for personal injuries allegedly caused by defects in the design, manufacture, or safety warnings of our cooking spray products and we have denied liability, however, we cannot predict with certainty the results of these proceedings.

For example, during fiscal 2024, a jury entered a verdict against the Company for $ 3.1 million in compensatory damages and $ 4.0 million in punitive damages in one of these lawsuits captioned Reese v.

Conagra Brands, Inc., et al.

We have denied liability, however, we cannot predict with certainty the results of these actions.

To date, the Company has settled all but a few of these matters.

Pursuant to these settlements, the Company has paid an aggregate of $ 52.5 million in fiscal 2026 through August 24, 2025 and $ 25 million in fiscal 2025 and has agreed to pay an additional $ 132.8 million in the remainder of fiscal 2026 and the first quarter of fiscal 2027.

The Company has secured insurance recovery from certain applicable insurers, recognizing related insurance receivables of $ 16.7 million within receivables as of August 24, 2025 and $ 81.8 million ($ 78.4 million within receivables and $ 3.4 million within other assets) as of May 25, 2025, and continues to pursue additional insurance proceeds.

The Company believes adequate provision has been made in its Condensed Consolidated Financial Statements for all probable and reasonably estimable losses for the litigation related to the cooking spray products based on information available to us at the time of our evaluation.

Additionally, we have put the applicable insurance carriers on notice of these cooking spray matters and had recognized a related insurance receivable of $ 71.7 million ($ 54.6 million within receivables and $ 17.1 million within other assets) as of February 23, 2025 and $ 14.7 million ($ 7.1 million within receivables and $ 7.6 million within other assets) as of May 26, 2024 in connection with a settlement agreement with two of these insurance carriers.

We are party to various other lawsuits including product liability claims, putative class action lawsuits challenging various product claims made in the Company’s product labeling, and matters challenging the Company’s wage and hour practices.

While we cannot predict with certainty the results of these or any other legal proceedings, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business.

Our accrual for all litigation matters, including those matters described above that are probable and estimable, was $ 203.8 million ($ 159.5 million within other accrued liabilities and $ 44.3 million within other noncurrent liabilities) as of February 23, 2025 and $ 76.3 million ($ 30.4 million within other accrued liabilities and $ 45.9 million within other noncurrent liabilities) as of May 26, 2024.

In 2019, we resolved a legacy litigation matter related to lead-based paint and/or pigment manufactured by an alleged predecessor to the Company during the first half of the 20 th century for a total settlement of $ 101.7 million.

Pursuant to the settlement, ConAgra Grocery Products, LLC, a wholly owned subsidiary of the Company, became obligated to pay annual installments toward the total settlement from fiscal 2020 through fiscal 2026, with a final $ 16.7 million payable in the second quarter of fiscal 2026.

We are party to various other lawsuits including personal injury, product liability claims, putative class action lawsuits challenging various product claims made in the Company’s product labeling, and matters challenging the Company’s wage and hour practices.

While we cannot predict with certainty the results of the remaining claims or any other legal proceedings, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business.

Our accrual for all litigation matters, including those matters described above, that are probable and estimable, was $ 151.4 million within other accrued liabilities as of August 24, 2025 and $ 204.5 million ($ 160.2 million within other accrued liabilities and $ 44.3 million within other noncurrent liabilities) as of May 25, 2025.

Environmental Matters

SEC regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold.

Securities and Exchange Commission (the “SEC”) regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold.

Pursuant to the SEC regulations, the Company uses a threshold of $ 1.0 million for purposes of determining whether disclosure of any such proceedings is required.

2 unchanged sentences

Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites.

The accrual for Beatrice-related environmental matters totaled $ 36.7 million ($ 3.2 million within other accrued liabilities and $ 33.5 million within other noncurrent liabilities ) as of February 23, 2025 and $ 39.3 million ($ 3.3 million within other accrued liabilities and $ 36.0 million within other noncurrent liabilities ) as of May 26, 2024, a majority of which relates to the Superfund and state-equivalent sites referenced above.

The accrual for Beatrice-related environmental matters totaled $ 35.4 million ($ 3.2 million within other accrued liabilities and $ 32.2 million within other noncurrent liabilities ) as of August 24, 2025 and $ 36.0 million ($ 3.2 million within other accrued liabilities and $ 32.8 million within other noncurrent liabilities ) as of May 25, 2025, a majority of which relates to the Superfund and state-equivalent sites referenced above.

After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity;

however, it is reasonably

possible that a change of the estimates of any of the foregoing matters may occur in the future that could have a material adverse effect on our financial condition, results of operations, or liquidity.

however, it is reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future that could have a material adverse effect on our financial condition, results of operations, or liquidity.

Costs of legal services associated with the foregoing matters are recognized within SG&A expenses as services are provided.

3 unchanged sentences

We also sponsor postretirement plans which provide certain medical and dental benefits to qualifying U.S.

During the second quarter of fiscal 2024, the Company provided a voluntary lump-sum settlement offer to certain vested participants in the salaried and hourly pension plans in order to reduce a portion of the pension obligation.

During the third quarter of fiscal 2024, approximately $ 135 million was distributed from the pension plan assets in connection with this offer.

The lump-sum settlement did exceed our service and interest cost for our hourly pension plans, which required a remeasurement in the third quarter of fiscal 2024.

In connection with the remeasurement, we updated the effective discount rate assumption for the impacted pension plan obligations from 5.52 % to 5.20 %, as of December 31, 2023.

The settlement and related remeasurement resulted in the recognition of an immaterial settlement loss, reflected in pension and postretirement non-service income (expense), as well as a loss in other comprehensive income (loss) totaling $ 6.8 million in the third quarter of fiscal 2024.

Components of pension and postretirement plan costs (benefits) are:

1 unchanged sentence

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Interest cost

1 unchanged sentence

Amortization of prior service cost

Settlement loss

Pension cost (benefit) — Company plans

3 unchanged sentences

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Interest cost

6 unchanged sentences

The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension cost in fiscal 2026 were 6.17 % and 5.41 %, respectively.

During the third quarter and first three quarters of fiscal 2025, we contributed $ 3.2 million and $ 9.1 million, respectively, to our pension plans and contributed $ 1.7 million and $ 5.1 million, respectively, to our postretirement plans.

During the first quarter of fiscal 2026, we contributed $ 2.7 million to our pension plans and contributed $ 1.5 million to our postretirement plans.

Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $ 8.3 million to our pension plans during the remainder of fiscal 2026.

2 unchanged sentences

STOCKHOLDERS’ EQUITY

The following table presents a reconciliation of our stockholders’ equity accounts for the thirty-nine weeks ended February 23, 2025:

The following table presents a reconciliation of our stockholders’ equity accounts for the thirteen weeks ended August 24, 2025:

Conagra Brands, Inc.

1 unchanged sentence

Comprehensive

Noncontrolling

Balance at May 25, 2025

3 unchanged sentences

Derivative adjustments

Activities of noncontrolling interests

Pension and postretirement healthcare benefits

3 unchanged sentences

Balance at August 24, 2025

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at November 24, 2024

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at February 23, 2025

The following table presents a reconciliation of our stockholders’ equity accounts for the thirty-nine weeks ended February 25, 2024:

The following table presents a reconciliation of our stockholders’ equity accounts for the thirteen weeks ended August 25, 2024:

Conagra Brands, Inc.

5 unchanged sentences

Currency translation adjustments

Repurchase of common shares

Derivative adjustments

5 unchanged sentences

Balance at August 25, 2024

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at November 26, 2023

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Activities of noncontrolling interests

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at February 25, 2024

The following table details the accumulated balances for each component of other comprehensive loss, net of tax:

February 23, 2025

The following table details the accumulated balances for each component of other comprehensive income, net of tax:

August 24, 2025

Currency translation losses, net of reclassification adjustments

1 unchanged sentence

Pension and postretirement benefit obligations, net of reclassification adjustments

Accumulated other comprehensive loss

The following tables summarize the reclassifications from accumulated other comprehensive income (loss) into income:

Accumulated other comprehensive income

The following tables summarize the reclassifications from accumulated other comprehensive income into income:

Affected Line Item in the Condensed Consolidated Statement of

Thirteen Weeks Ended

February 23, 2025

February 25, 2024

Net derivative adjustments:

Cash flow hedges

Interest expense, net

Cash flow hedges

Equity method investment earnings

Total before tax

Income tax expense

Pension and postretirement liabilities:

Pension settlement

Pension and postretirement non-service income

Net prior service cost (benefit)

Pension and postretirement non-service income

Net actuarial gain

Pension and postretirement non-service income

Total before tax

Income tax expense

Affected Line Item in the Condensed Consolidated Statement of

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Net derivative adjustments:

6 unchanged sentences

Pension and postretirement liabilities:

Pension settlement

Pension and postretirement non-service income

Net prior service cost (benefit)

Pension and postretirement non-service income

Net actuarial gain

16 unchanged sentences

Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of February 23, 2025:

Derivative assets

13 unchanged sentences

Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs.

Impairment of Assets Held for Sale

In the third quarter of fiscal 2025, we recognized an impairment charge totaling $ 27.2 million in our Refrigerated & Frozen segment.

The impairment was measured based upon the estimated sales price of the disposal group (see Note 3).

In the second quarter of fiscal 2024, we recognized an impairment charge totaling $ 34.2 million in our International segment.

The impairment was measured based upon the estimated sales price of the disposal group (see Note 3).

Impairment of Intangible Assets

In the second quarter of fiscal 2025, we recognized charges for the impairment of indefinite-lived brands of $ 18.2 million in our Refrigerated & Frozen segment and $ 0.7 million in our Grocery & Snacks segment.

The fair value of these brands was estimated using the “relief from royalty” method (see Note 7).

Other Asset Impairments

In the second quarter of fiscal 2025, we recognized charges of $ 64.7 million in our Refrigerated & Frozen segment for the impairment of certain long-lived assets based upon a discounted cash flow valuation model and included in restructuring activities (see Note 4).

The impairments were based upon management’s intent to exit a manufacturing facility which became probable in the second quarter of fiscal 2025, which reduced the future expected cash flows to be generated at this facility.

In the first quarter of fiscal 2024, we recognized charges for the impairment of certain long-lived assets based upon a discounted cash flow valuation model and included in restructuring activities.

Impairments totaled $ 0.6 million in our Grocery & Snacks segment

and $ 14.1 million in our International segment.

The majority of these impairment charges were based upon management’s decision to exit certain manufacturing facilities in fiscal 2024, which reduced the future expected cash flows to be generated at these facilities.

Long-Term Debt Fair Value

The carrying amount of long-term debt (including current installments) was $ 7.27 billion and $ 7.51 billion as of February 23, 2025 and May 26, 2024, respectively.

Based on current market rates, the fair value of this debt (level 2 liabilities) at February 23, 2025 and May 26, 2024 was estimated at $ 7.12 billion and $ 7.26 billion, respectively.

The carrying amount of long-term debt (including current installments) was $ 8.24 billion and $ 7.26 billion as of August 24, 2025 and May 25, 2025, respectively.

Based on current market rates, the fair value of this debt (Level 2 liabilities) at August 24, 2025 and May 25, 2025 was estimated at $ 8.11 billion and $ 7.03 billion, respectively.

BUSINESS SEGMENTS AND RELATED INFORMATION

2 unchanged sentences

The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States.

The Refrigerated & Frozen reporting segment principally includes branded, temperature-controlled food products sold in various retail channels in the United States.

The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States.

The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States.

1 unchanged sentence

We do not aggregate operating segments when determining our reporting segments.

Operating profit for each of the segments is based on net sales less all identifiable operating expenses.

General corporate expense;

pension and postretirement non-service income (expense);

Our chief operating decision maker (“CODM”) is identified as our Chief Executive Officer.

Our CODM uses segment operating profit in the annual plan and forecasting process and considers year-over-year performance when making decisions about allocating resources to our segments.

The CODM also uses segment operating profit as an input to the overall compensation measures under our incentive compensation plans.

We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends.

Segment operating profit is defined as operating profit excluding the effect of items impacting comparability.

Items impacting comparability are gains or losses that our CODM believes have had, or are likely to have, a significant impact on segment operating profit and are not indicative of our core operating results.

Items impacting comparability include, when they occur, the impacts of gain or loss on divestitures, restructuring activities, deal costs, unrealized gains/(losses) on commodity and foreign exchange hedges (the unrealized gains and losses are recorded in general corporate expenses until realized;

once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, certain non-ordinary course legal and regulatory matters, and other unusual gains or losses that are not part of our measurement of segment performance.

Corporate unallocated expense;

pension and postretirement non-service income;

interest expense, net;

income taxes;

and equity method investment earnings have been excluded from segment operations.

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

February 23, 2025

February 25, 2024

Grocery & Snacks

Refrigerated & Frozen

and equity method investment earnings are centrally managed costs and have been excluded from segment operating profit.

Thirteen weeks ended August 24, 2025

International

Total net sales

Segment cost of goods sold 1

Segment SG&A expenses 2

Segment operating profit

General corporate expenses 3

Loss (gain) on divestitures

Other charges, net 4

Operating profit

Grocery & Snacks

Refrigerated & Frozen

International

Total operating profit

Pension and postretirement non-service income

Interest expense, net

Equity method investment earnings

General corporate expense

Pension and postretirement non-service income (expense)

Income before income taxes

Thirteen weeks ended August 25, 2024

International

Segment cost of goods sold 1

Segment SG&A expenses 2

Segment operating profit

General corporate expenses 3

Loss on divestitures

Other charges, net 4

Operating profit

Pension and postretirement non-service income

Interest expense, net

Income tax expense (benefit)

Net income attributable to noncontrolling interests

Net income attributable to Conagra Brands, Inc.

Equity method investment earnings

Income before income taxes

1 Segment cost of goods sold does not include items recorded in the Cost of goods sold line on our income statement that are presented in the Other charges, net line of this table.

2 Segment SG&A expenses are regularly provided to the CODM as a percent of net sales.

Segment SG&A expenses do not include items recorded in the Selling, general and administrative expenses line of our income statement that are presented in the Other charges, net line of this table.

3 General corporate expenses relate to certain costs that are shared across multiple segments but are not directly attributable, which include executive compensation, share-based payment expense, and costs associated with certain corporate functions.

4 Other charges include net charges related to our restructuring plans and a gain associated with fire-related insurance proceeds.

The following table presents further disaggregation of our net sales:

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

February 23, 2025

February 25, 2024

February 23, 2025

February 25, 2024

August 24, 2025

August 25, 2024

Other shelf-stable

1 unchanged sentence

Total net sales

To be consistent with the manner in which we present certain disaggregated net sales information to investors, we have categorized certain net sales of our segments as “Staples”, which includes all of our U.S.

To be consistent with how we present certain disaggregated net sales information to investors, we have categorized certain net sales of our segments as “Staples”, which includes all of our U.S.

domestic retail refrigerated products and other shelf-stable grocery products.

4 unchanged sentences

Also, working capital balances are not tracked by reporting segment.

Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment.

Total depreciation expense was $ 84.8 million and $ 254.5 million for the third quarter and first three quarters of fiscal 2025, respectively.

Total depreciation expense was $ 82.4 million and $ 251.5 million for the third quarter and first three quarters of fiscal 2024, respectively.

Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets and capital expenditures by segment.

Our CODM does not use assets by segment to evaluate performance or allocate resources.

Depreciation and amortization are allocated to our reporting segments based on the output of each reporting segment per facility during each reporting period.

Total depreciation expense for the first quarter of fiscal 2026 and 2025 was $ 84.5 million and $ 85.7 million, respectively.

The following table presents depreciation and amortization by segment:

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Grocery & Snacks

Refrigerated & Frozen

International

Total Reporting Segments

Total Company

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements