What changed in this filing

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Item 1. Financial Statements

2025-12-19 compared with 2025-10-01 · 308 added, 132 removed, 479 unchanged (48% of the section changed)

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and Subsidiaries

Condensed Consolidated Statements of Earnings

Condensed Consolidated Statements of Operations

(in millions except per share amounts)

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Cost of goods sold

Selling, general and administrative expenses

Goodwill impairment charges

Other intangible asset impairment charges

Loss (gain) on divestitures

Operating profit

Operating profit (loss)

Pension and postretirement non-service income

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Equity method investment earnings

Income before income taxes

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Net income attributable to noncontrolling interests

Net income attributable to Conagra Brands, Inc.

Earnings per share — basic

Net income attributable to Conagra Brands, Inc.

Net income (loss) attributable to Conagra Brands, Inc.

Earnings (loss) per share — basic

Net income (loss) attributable to Conagra Brands, Inc.

common stockholders

Earnings per share — diluted

Net income attributable to Conagra Brands, Inc.

Earnings (loss) per share — diluted

Net income (loss) attributable to Conagra Brands, Inc.

common stockholders

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and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in millions)

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Other comprehensive income:

November 23, 2025

November 24, 2024

Net income (loss)

Other comprehensive income (loss):

Derivative adjustments:

Unrealized derivative adjustments

Reclassification for derivative adjustments included in net income

Reclassification for derivative adjustments included in net income (loss)

Unrealized currency translation losses

Pension and postretirement benefit obligations:

Reclassification for pension and postretirement benefit obligations included in net income (loss)

Comprehensive income (loss)

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

Net income (loss)

Other comprehensive income (loss):

Derivative adjustments:

Unrealized derivative adjustments

Reclassification for derivative adjustments included in net income (loss)

Currency translation adjustments:

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Unrealized pension and postretirement benefit obligations

Reclassification for pension and postretirement benefit obligations included in net income

Comprehensive income

Reclassification for pension and postretirement benefit obligations included in net income (loss)

Comprehensive income (loss)

Comprehensive income attributable to noncontrolling interests (see Note 3)

Comprehensive income attributable to Conagra Brands, Inc.

Comprehensive income (loss) attributable to Conagra Brands, Inc.

See Notes to the Unaudited Condensed Consolidated Financial Statements.

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(in millions except share data)

August 24, 2025

November 23, 2025

Current assets

36 unchanged sentences

(in millions)

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

Cash flows from operating activities:

Adjustments to reconcile net income to net cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash flows from operating activities:

Depreciation and amortization

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Repayment of short-term borrowings, maturities greater than 90 days

Net issuance (repayment) of other short-term borrowings, maturities less than or equal to 90 days

Net issuance of other short-term borrowings, maturities less than or equal to 90 days

Issuance of long-term debt

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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.

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.

Certain costs previously classified as Selling, general and administrative (“SG&A”) expenses have been reclassified to Loss (gain) on divestitures and Other intangible asset impairment charges in our Condensed Consolidated Statements of Operations.

All other adjustments are of a normal recurring nature.

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

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) , to more closely align financial reporting with the economics of an entity’s risk management activities.

The effective date for this standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Early adoption is permitted.

The amendments in this ASU should be applied prospectively with an option to adopt the amendments for hedging relationships existing as of the date of adoption.

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

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) , to provide guidance on how business entities should recognize, measure, and present government grants received.

The effective date for this standard is for fiscal years beginning after December 15, 2028 and interim periods within those fiscal years.

Early adoption is permitted.

The amendments in this ASU may be applied using a modified prospective, modified retrospective, or retrospective 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 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.

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 $ 3.4 million within SG&A expenses in the first half 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.

Approximately $ 130.0 million of the purchase price has been classified as goodwill, which is deductible for income tax purposes.

Approximately $ 130.0 million of the

purchase price has been classified as goodwill, which is deductible for income tax purposes.

Approximately $ 55.8 million and $ 5.5 million of the purchase price has been allocated to non-amortizing and amortizing intangible assets, respectively.

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 August 24, 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 November 23, 2025, were not material to our Condensed Consolidated Statements of Operations.

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.

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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.

During the first quarter of fiscal 2026, we completed the sale of our Chef Boyardee ® business for net proceeds of $ 607.0 million, including 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.

We recognized a gain on the sale of $ 42.7 million within Loss (gain) on divestitures in the first half 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.

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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.

Paul’s ® brands for net proceeds of $ 41.9 million, including 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.

We recognized a loss on the sale of $ 0.5 million within Loss (gain) on divestitures in the first half 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.

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Other Assets Held for Sale

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.

During the second 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.

We recognized a gain of $ 8.3 million on the sale within SG&A expenses in the second quarter of fiscal 2026 included in restructuring activities (see Note 4).

These assets have been classified as assets held for sale within our Condensed Consolidated Balance Sheets for the period presented prior to the sale.

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 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.

The related noncurrent assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets was $ 4.4 million and $ 25.6 million as of November 23, 2025 and May 25, 2025, respectively.

RESTRUCTURING ACTIVITIES

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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.

From fiscal 2019 through November 23, 2025, we have approved and expect to incur $ 357.3 million ($ 110.8 million of cash charges and $ 246.5 million of non-cash charges) and recognized cumulative charges of $ 324.1 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”).

We recognized a benefit of $ 1.5 million and charges of $ 2.9 million in the second quarter and first half of fiscal 2026, respectively, in connection with the Conagra Restructuring Plan.

In the second quarter and first half of fiscal 2025, we recognized charges of $ 79.5 million and $ 83.8 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:

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

International

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Contract/lease termination

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 quarter of fiscal 2026 were as follows:

Included in the above results are $ 10.8 million of charges that have resulted or will result in cash outflows and a $ 7.9 million non-cash net benefit.

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

Balance as of

Costs Paid or

Balance as of

Otherwise Settled

August 24, 2025

November 23, 2025

Severance and related costs

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DEBT AND REVOLVING CREDIT FACILITY

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 second quarter of fiscal 2026, we repaid the entire outstanding $ 1.00 billion aggregate principal amount of our 4.60 % senior unsecured notes on their maturity date of November 1, 2025.

The repayment was funded by using the net proceeds from the issuance of $ 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”), along with the issuance of commercial paper and operating cash flows.

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.

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Revolving Credit Facility

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).

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.

As of November 23, 2025, there were no outstanding borrowings under the Amended Revolving Credit Agreement.

Debt Covenants

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.

As of November 23, 2025, we were in compliance with these financial covenants.

Commercial Paper

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.

As of November 23, 2025 and May 25, 2025, we had $ 348.0 million and $ 259.0 million, respectively, outstanding under our commercial paper program.

Interest Expense

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Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Long-term debt

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All amounts due to participating suppliers are paid to the third party on the original invoice due dates, regardless of whether a particular invoice was sold.

Supplier participation in these agreements is voluntary.

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.

participation in these agreements is voluntary.

As of November 23, 2025 and May 25, 2025, $ 239.0 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.

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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.

As of November 23, 2025 and May 25, 2025, we had approximately $ 40.5 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 quarter of fiscal 2026 was as follows:

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

Grocery & Snacks

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Currency translation

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.

Balance as of November 23, 2025

1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both November 23, 2025 and May 25, 2025 were net of accumulated impairment losses of $ 1.44 billion and $ 668.2 million, respectively.

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

November 23, 2025

Non-amortizing intangible assets

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Customer relationships and intellectual property

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 .

Second Quarter 2026 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing

During the second quarter of fiscal 2026, we identified triggering events requiring an interim goodwill impairment assessment of certain reporting units and certain other assets within those reporting units, including indefinite lived intangibles (brand names and trademarks), due to a sustained decline in market capitalization and stock price.

As a result, during the second quarter we performed an interim quantitative impairment test over the Refrigerated & Frozen and Foodservice reporting units and the Birds Eye ® , Earth Balance ® , and Smart Balance ® brand names.

The fair value of our reporting units is typically estimated using a discounted cash flow method and, in certain circumstances, we also use a guideline public company 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.

The guideline public company method is based on our actual and estimated EBITDA and considers public companies that are comparable to our reporting units.

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

Under our discounted cash flow method, 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).

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 selected EBITDA multiples, future cash flows, discount rates, royalty rates, or terminal growth rates could produce substantially different estimates of the fair value.

We completed a quantitative impairment test for the Refrigerated & Frozen and Foodservice reporting units with the assistance of a third-party valuation specialist using both a discounted cash flow method and a guideline public company method.

As a result of our impairment tests, we recognized non-cash goodwill impairment charges of $ 771.3 million in the Refrigerated & Frozen reporting unit within Goodwill impairment charges.

The goodwill impairment was primarily driven by a 150 -basis point increase in the discount rate

reflecting heightened macroeconomic uncertainty and weakened consumer sentiment, lower market multiples in our industry as of our testing date, and a downward revision to our projected sales and profit margins for this specific reporting unit.

After this impairment, the goodwill carrying amount of our Refrigerated & Frozen reporting unit is approximately $ 4.1 billion.

In addition, we recognized impairment charges within Other intangible asset impairment charges of $ 180.0 million related to our Birds Eye ® brand name and $ 17.0 million related to our spreads businesses ( Earth Balance ® and Smart Balance ® ), both of which were primarily included in our Refrigerated and Frozen segment.

The other intangible asset impairments were primarily driven by the increase in the discount rate.

In addition, Birds Eye ® was negatively impacted by lower than expected profit margins which resulted in a reduction to our assumed royalty rate.

The Refrigerated & Frozen reporting unit was written down to fair value, resulting in zero excess fair value over carrying amount, and, as a result, will have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.

All other reporting units had more than 20 % excess fair value over carrying amount.

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

2025 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing

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 was estimated using a discounted cash flow method.

The fair value of our indefinite-lived intangibles was determined using the “relief from royalty” methodology.

As a result of our impairment tests, in the second quarter of fiscal 2025, we recognized impairment charges within Other intangible asset impairment charges of $ 18.9 million in our Grocery & Snacks and Refrigerated & Frozen segments for certain brands that continued to have lower than expected sales and profit margins.

There were no impairments to goodwill.

Definite-Lived Intangible Assets

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

Amortization expense was $ 10.8 million and $ 21.6 million for the second quarter and first half of fiscal 2026, respectively, and $ 13.5 million and $ 26.9 million for the second quarter and first half of fiscal 2025, respectively.

Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of November 23, 2025, amortization expense is estimated to average $ 40.5 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 August 24, 2025 was $ 24.6 million.

The unamortized amount at November 23, 2025 was $ 24.0 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).

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

August 24, 2025

August 25, 2024

Gross derivative losses incurred

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Gross derivative gains (losses) incurred

Net derivative gains (losses) allocated to reporting segments

Net derivative losses recognized in general corporate expenses

Net derivative gains (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 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 August 24, 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 November 23, 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.

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows:

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Operations were as follows:

Location in Condensed Consolidated

Statements of Earnings of Gains (Losses)

Statements of Operations of Gains (Losses)

Gains (Losses) Recognized on

Derivatives in Condensed Consolidated

Statements of Earnings for the

Statements of Operations for the

Thirteen Weeks Ended

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Recognized on Derivatives

August 24, 2025

August 25, 2024

November 23, 2025

November 24, 2024

Commodity contracts

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Cost of goods sold

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.

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

Location in Condensed Consolidated

Statements of Operations of Gains (Losses)

Gains (Losses) Recognized on

Derivatives in Condensed Consolidated

Statements of Operations for the

Twenty-Six Weeks Ended

Derivatives Not Designated as Hedging Instruments

Recognized on Derivatives

November 23, 2025

November 24, 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

As of November 23, 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 $ 114.4 million and $ 140.2 million, respectively, for purchase contracts.

The notional amount of our foreign currency forward contracts as of November 23, 2025 and May 25, 2025 was $ 105.3 million and $ 93.5 million, respectively.

SHARE-BASED PAYMENTS

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.

For the second quarter and first half of fiscal 2026, we recognized total stock-based compensation expense (including restricted stock units and performance shares) of $ 13.5 million and $ 33.1 million, respectively.

For the second quarter and first half of fiscal 2025, we recognized total stock-based compensation expense of $ 9.2 million and $ 29.8 million, respectively.

In the first half of fiscal 2026, we granted 3.5 million restricted stock units at a weighted average grant date price of $ 19.05 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.

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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.

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.

EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock.

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is calculated on the basis of weighted average outstanding shares of common stock.

Diluted earnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for the dilutive effect of stock options, restricted stock unit awards, and other dilutive securities.

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

In periods when we recognize a net loss, we exclude the impact of outstanding stock awards from the diluted loss per share calculation, as their inclusion would have an antidilutive effect.

The following table reconciles the income (loss) and average share amounts used to compute both basic and diluted earnings (loss) per share:

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Net income attributable to Conagra Brands, Inc.

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Net income (loss) attributable to Conagra Brands, Inc.

common stockholders:

3 unchanged sentences

Diluted weighted average shares outstanding

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.

For the second quarter and first half of fiscal 2026, all 0.5 million and 0.8 million, respectively, of dilutive stock options and restricted stock units outstanding were excluded from the computation of diluted weighted average shares, as we recognized a net loss.

For the second quarter and first half of fiscal 2025, there were 1.1 million and 1.2 million, respectively, of stock options and restricted stock units outstanding that were excluded from the computation.

The major classes of inventories were as follows:

August 24, 2025

November 23, 2025

Raw materials and packaging

2 unchanged sentences

Supplies and other

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.

In the second quarter of fiscal 2026 and 2025, we recognized income tax expense of $ 8.3 million and $ 61.5 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 ( 1.3 )% and 17.8 % for the second quarter of fiscal 2026 and 2025, respectively.

In the first half of fiscal 2026 and 2025, we recognized income tax expense of $ 132.9 million and an income tax benefit of $ 77.4 million, respectively.

The effective tax rate was ( 36.3 )% and ( 11.5 )% for the first half of fiscal 2026 and 2025, respectively.

The effective tax rate in the second quarter of fiscal 2026 reflected the impact of an impairment of goodwill that is largely non-deductible for tax purposes.

During the second quarter of fiscal 2026, goodwill impairment charges totaling $ 771.3 million with an associated tax benefit of $ 19.3 million were recognized.

The effective tax rate in the first half of fiscal 2026 reflected the above-cited items and was also 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 $ 42.2 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.

The effective tax rate in the second quarter of fiscal 2025 reflected a $ 10.4 million benefit related to the release of valuation allowances booked against certain deferred tax assets, and a $ 9.1 million benefit from the settlement of tax issues that were previously reserved.

The effective tax rate in the first half of fiscal 2025 reflected the above-cited items, as well as 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.

13 unchanged sentences

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.

Pursuant to these settlements, the Company has paid an aggregate of $ 96.7 million in fiscal 2026 through November 23, 2025 and $ 25 million in fiscal 2025 and has agreed to pay an additional $ 88.7 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 $ 6.3 million within Receivables as of November 23, 2025 and $ 81.8 million ($ 78.4 million within Receivables and $ 3.4 million within Other assets) as of May 25, 2025.

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.

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.

The final $ 16.7 million payment under that settlement was made 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, public nuisance claims, and matters challenging the Company’s employment-related practices including wage and hour claims.

While we cannot predict with certainty the results of the remaining claims or any other legal proceedings, based on information available at the time of this filing, 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 $ 92.3 million within Other accrued liabilities as of November 23, 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

4 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 $ 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.

The accrual for Beatrice-related environmental matters totaled $ 35.2 million ($ 3.2 million within Other accrued liabilities and $ 32.0 million within Other noncurrent liabilities ) as of November 23, 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;

8 unchanged sentences

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Interest cost

6 unchanged sentences

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 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 first quarter of fiscal 2026, we contributed $ 2.7 million to our pension plans and contributed $ 1.5 million to our postretirement plans.

During the second quarter and first half of fiscal 2026, we contributed $ 2.6 million and $ 5.3 million, respectively, to our pension plans and contributed $ 1.2 million and $ 2.7 million, respectively, 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 $ 5.7 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 thirteen weeks ended August 24, 2025:

The following table presents a reconciliation of our stockholders’ equity accounts for the twenty-six weeks ended November 23, 2025:

Conagra Brands, Inc.

11 unchanged sentences

Balance at August 24, 2025

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

Stock option and incentive plans

Currency translation adjustments

Repurchase of common shares

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net loss attributable to Conagra Brands, Inc.

Balance at November 23, 2025

The following table presents a reconciliation of our stockholders’ equity accounts for the twenty-six weeks ended November 24, 2024:

Conagra Brands, Inc.

13 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 24, 2024

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

August 24, 2025

November 23, 2025

Currency translation losses, net of reclassification adjustments

2 unchanged sentences

Accumulated other comprehensive income

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

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

Affected Line Item in the Condensed Consolidated Statement of

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

November 23, 2025

November 24, 2024

Net derivative adjustments:

6 unchanged sentences

Pension and postretirement liabilities:

Net prior service cost (benefit)

Pension and postretirement non-service income

Net actuarial gain

2 unchanged sentences

Income tax expense

Affected Line Item in the Condensed Consolidated Statement of

Twenty-Six Weeks Ended

November 23, 2025

November 24, 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:

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

Currency translation losses

2 unchanged sentences

Income tax expense

1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings.

1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Operations.

2 Amount represents the reclassification for currency translation losses in connection with the sale of ATFL (see Note 3).

7 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 August 24, 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 Goodwill and Intangible Assets

In the second quarter of fiscal 2026, goodwill impairment charges totaling $ 771.3 million were recognized within our Refrigerated & Frozen segment.

The fair value of the goodwill was measured using a guideline public company method and discounted cash flow valuation method (see Note 7).

In the second quarter of fiscal 2026 and fiscal 2025, we recognized charges for the impairment of indefinite-lived brands of $ 195.3 million and $ 18.2 million in our Refrigerated & Frozen segment and $ 1.7 million and $ 0.7 million in our Grocery & Snacks segment, respectively.

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.

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.

Long-Term Debt Fair Value

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.

The carrying amount of long-term debt (including current installments) was $ 7.24 billion and $ 7.26 billion as of November 23, 2025 and May 25, 2025, respectively.

Based on current market rates, the fair value of this debt (Level 2 liabilities) at November 23, 2025 and May 25, 2025 was estimated at $ 7.16 billion and $ 7.03 billion, respectively.

BUSINESS SEGMENTS AND RELATED INFORMATION

18 unchanged sentences

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

Thirteen weeks ended August 24, 2025

Thirteen Weeks Ended November 23, 2025

International

3 unchanged sentences

General corporate expenses 3

Loss (gain) on divestitures

Other intangible asset impairment charges

Goodwill impairment charges

Loss on divestitures

Other charges, net 4

Operating loss

Pension and postretirement non-service income

Interest expense, net

Equity method investment earnings

Loss before income taxes

Thirteen Weeks Ended November 24, 2024

International

Segment cost of goods sold 1

Segment SG&A expenses 2

Segment operating profit

General corporate expenses 3

Other intangible asset impairment charges

Other charges, net 4

Operating profit

3 unchanged sentences

Income before income taxes

Thirteen weeks ended August 25, 2024

Twenty-Six Weeks Ended November 23, 2025

International

3 unchanged sentences

General corporate expenses 3

Other intangible asset impairment charges

Goodwill impairment charges

Gain on divestitures

Other charges, net 4

Operating loss

Pension and postretirement non-service income

Interest expense, net

Equity method investment earnings

Loss before income taxes

Twenty-Six Weeks Ended November 24, 2024

International

Segment cost of goods sold 1

Segment SG&A expenses 2

Segment operating profit

General corporate expenses 3

Other intangible asset impairment charges

Loss on divestitures

5 unchanged sentences

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.

1 Segment cost of goods sold does not include items recorded in the Cost of goods sold line on our Condensed Consolidated Statements of Operations 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.

Segment SG&A expenses do not include items recorded in the Selling, general and administrative expenses line of our Condensed Consolidated Statements of Operations 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.

4 Other charges include net charges related to our restructuring plans and fire related insurance recoveries.

The following table presents further disaggregation of our net sales:

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Other shelf-stable

11 unchanged sentences

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.

Total depreciation expense for the second quarter and first half of fiscal 2026 was $ 86.2 million and $ 170.7 million, respectively.

Total depreciation expense for the second quarter and first half of fiscal 2025 was $ 84.0 million and $ 169.7 million, respectively.

The following table presents depreciation and amortization by segment:

Thirteen Weeks Ended

August 24, 2025

August 25, 2024

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Grocery & Snacks

4 unchanged sentences

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