CONAGRA BRANDS INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS Conagra Brands, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (in millions except per share amounts) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ ​ ​ ​ ​ November 23, 2025 ​ ​ ​ ​ November 24, 2024 ​ ​ ​ ​ November 23, 2025 ​ November 24, 2024 Net sales ​ $ 2,979.1 ​ $ 3,195.1 ​ $ 5,611.7 ​ $ 5,990.0 Cost of goods sold ​ ​ 2,283.1 ​ ​ 2,348.4 ​ ​ 4,275.1 ​ ​ 4,404.0 Gross profit ​ $ 696.0 ​ $ 846.7 ​ $ 1,336.6 ​ $ 1,586.0 Selling, general and administrative expenses ​ ​ 325.1 ​ ​ 425.2 ​ ​ 660.7 ​ ​ 760.6 Goodwill impairment charges ​ ​ 771.3 ​ ​ — ​ ​ 771.3 ​ ​ — Other intangible asset impairment charges ​ ​ 197.0 ​ ​ 18.9 ​ ​ 197.0 ​ ​ 18.9 Loss (gain) on divestitures ​ ​ 0.2 ​ ​ — ​ ​ ( 42.2 ) ​ ​ 2.3 Operating profit (loss) ​ $ ( 597.6 ) ​ $ 402.6 ​ $ ( 250.2 ) ​ $ 804.2 Pension and postretirement non-service income ​ ​ 6.1 ​ ​ 3.1 ​ ​ 12.2 ​ ​ 6.2 Interest expense, net ​ ​ 96.0 ​ ​ 108.2 ​ ​ 189.8 ​ ​ 214.0 Equity method investment earnings ​ ​ 32.2 ​ ​ 48.5 ​ ​ 61.6 ​ ​ 77.6 Income (loss) before income taxes ​ ​ ( 655.3 ) ​ ​ 346.0 ​ ​ ( 366.2 ) ​ ​ 674.0 Income tax expense (benefit) ​ ​ 8.3 ​ ​ 61.5 ​ ​ 132.9 ​ ​ ( 77.4 ) Net income (loss) ​ $ ( 663.6 ) ​ $ 284.5 ​ $ ( 499.1 ) ​ $ 751.4 Less: Net income attributable to noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ 0.1 Net income (loss) attributable to Conagra Brands, Inc. ​ $ ( 663.6 ) ​ $ 284.5 ​ $ ( 499.1 ) ​ $ 751.3 Earnings (loss) per share — basic ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to Conagra Brands, Inc. common stockholders ​ $ ( 1.39 ) ​ $ 0.60 ​ $ ( 1.04 ) ​ $ 1.57 Earnings (loss) per share — diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to Conagra Brands, Inc. common stockholders ​ $ ( 1.39 ) ​ $ 0.59 ​ $ ( 1.04 ) ​ $ 1.57 ​ See Notes to the Unaudited Condensed Consolidated Financial Statements. ​ 1 Table of Contents Conagra Brands, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Loss) (in millions) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ November 23, 2025 ​ November 24, 2024 ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ Pre-Tax ​ (Expense) ​ After- Tax ​ Pre-Tax ​ (Expense) ​ After- Tax ​ ​ ​ ​ Amount ​ ​ ​ Benefit ​ ​ ​ Amount ​ ​ ​ Amount ​ ​ ​ Benefit ​ ​ ​ Amount Net income (loss) ​ $ ( 655.3 ) ​ $ ( 8.3 ) ​ $ ( 663.6 ) ​ $ 346.0 ​ $ ( 61.5 ) ​ $ 284.5 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized derivative adjustments ​ ​ ( 0.8 ) ​ ​ 0.2 ​ ​ ( 0.6 ) ​ ​ 0.5 ​ ​ ( 0.1 ) ​ ​ 0.4 Reclassification for derivative adjustments included in net income (loss) ​ ​ ( 1.4 ) ​ ​ 0.4 ​ ​ ( 1.0 ) ​ ​ ( 1.8 ) ​ ​ 0.4 ​ ​ ( 1.4 ) Unrealized currency translation losses ​ ​ ( 4.9 ) ​ ​ — ​ ​ ( 4.9 ) ​ ​ ( 19.4 ) ​ ​ — ​ ​ ( 19.4 ) Pension and postretirement benefit obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification for pension and postretirement benefit obligations included in net income (loss) ​ ​ ( 1.0 ) ​ ​ 0.3 ​ ​ ( 0.7 ) ​ ​ ( 1.2 ) ​ ​ 0.4 ​ ​ ( 0.8 ) Comprehensive income (loss) ​ $ ( 663.4 ) ​ $ ( 7.4 ) ​ $ ( 670.8 ) ​ $ 324.1 ​ $ ( 60.8 ) ​ $ 263.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ​ ​ November 23, 2025 ​ November 24, 2024 ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ Pre-Tax ​ (Expense) ​ After- Tax ​ Pre-Tax ​ (Expense) ​ After- Tax ​ ​ ​ ​ Amount ​ ​ ​ Benefit ​ ​ ​ Amount ​ ​ ​ Amount ​ ​ ​ Benefit ​ ​ ​ Amount Net income (loss) ​ $ ( 366.2 ) ​ $ ( 132.9 ) ​ $ ( 499.1 ) ​ $ 674.0 ​ $ 77.4 ​ $ 751.4 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized derivative adjustments ​ ​ 0.2 ​ ​ ( 0.1 ) ​ ​ 0.1 ​ ​ ( 2.0 ) ​ ​ 0.5 ​ ​ ( 1.5 ) Reclassification for derivative adjustments included in net income (loss) ​ ​ ( 2.8 ) ​ ​ 0.7 ​ ​ ( 2.1 ) ​ ​ ( 3.7 ) ​ ​ 0.9 ​ ​ ( 2.8 ) Currency translation adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized currency translation gains (losses) ​ ​ ( 3.8 ) ​ ​ — ​ ​ ( 3.8 ) ​ ​ ( 38.7 ) ​ ​ — ​ ​ ( 38.7 ) Reclassification for currency translation losses in connection with the sale of Agro Tech Foods Limited (see Note 3) ​ ​ — ​ ​ — ​ ​ — ​ ​ 79.8 ​ ​ — ​ ​ 79.8 Pension and postretirement benefit obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized pension and postretirement benefit obligations ​ ​ 0.4 ​ ​ — ​ ​ 0.4 ​ ​ 1.3 ​ ​ ( 0.2 ) ​ ​ 1.1 Reclassification for pension and postretirement benefit obligations included in net income (loss) ​ ​ ( 1.9 ) ​ ​ 0.5 ​ ​ ( 1.4 ) ​ ​ ( 2.3 ) ​ ​ 0.6 ​ ​ ( 1.7 ) Comprehensive income (loss) ​ ​ ( 374.1 ) ​ ​ ( 131.8 ) ​ ​ ( 505.9 ) ​ ​ 708.4 ​ ​ 79.2 ​ ​ 787.6 Comprehensive income attributable to noncontrolling interests (see Note 3) ​ ​ — ​ ​ — ​ ​ — ​ ​ 38.1 ​ ​ — ​ ​ 38.1 Comprehensive income (loss) attributable to Conagra Brands, Inc. ​ $ ( 374.1 ) ​ $ ( 131.8 ) ​ $ ( 505.9 ) ​ $ 670.3 ​ $ 79.2 ​ $ 749.5 ​ See Notes to the Unaudited Condensed Consolidated Financial Statements. ​ 2 Table of Contents Conagra Brands, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in millions except share data) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 23, 2025 ​ ​ ​ May 25, 2025 ASSETS ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 46.6 ​ $ 68.0 Receivables, less allowance for doubtful accounts of $ 4.3 and $ 3.6 ​ ​ 835.5 ​ ​ 770.0 Inventories ​ ​ 2,199.8 ​ ​ 2,048.3 Prepaid expenses and other current assets ​ ​ 144.4 ​ ​ 90.6 Current assets held for sale ​ ​ — ​ ​ 94.1 Total current assets ​ ​ 3,226.3 ​ ​ 3,071.0 Property, plant and equipment ​ ​ 6,656.9 ​ ​ 6,574.1 Less accumulated depreciation ​ ​ ( 3,855.2 ) ​ ​ ( 3,738.2 ) Property, plant and equipment, net ​ ​ 2,801.7 ​ ​ 2,835.9 Goodwill ​ ​ 9,729.4 ​ ​ 10,501.9 Brands, trademarks and other intangibles, net ​ ​ 2,202.3 ​ ​ 2,421.1 Other assets ​ ​ 1,576.2 ​ ​ 1,571.0 Noncurrent assets held for sale ​ ​ 4.4 ​ ​ 533.0 ​ ​ $ 19,540.3 ​ $ 20,933.9 LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Notes payable ​ $ 388.0 ​ $ 804.7 Current installments of long-term debt ​ ​ 776.9 ​ ​ 1,028.8 Accounts and other payables ​ ​ 1,526.9 ​ ​ 1,590.1 Accrued payroll ​ ​ 128.5 ​ ​ 146.0 Other accrued liabilities ​ ​ 799.4 ​ ​ 744.7 Current liabilities held for sale ​ ​ — ​ ​ 2.7 Total current liabilities ​ ​ 3,619.7 ​ ​ 4,317.0 Senior long-term debt, excluding current installments ​ ​ 6,459.0 ​ ​ 6,234.1 Deferred income taxes ​ ​ 784.0 ​ ​ 810.3 Other noncurrent liabilities ​ ​ 586.8 ​ ​ 639.6 Noncurrent liabilities held for sale ​ ​ — ​ ​ 0.2 Total liabilities ​ ​ 11,449.5 ​ ​ 12,001.2 Common stockholders' equity ​ ​ ​ ​ ​ ​ Common stock of $ 5 par value, authorized 1,200,000,000 shares; issued 584,219,229 ​ ​ 2,921.2 ​ ​ 2,921.2 Additional paid-in capital ​ ​ 2,300.5 ​ ​ 2,347.2 Retained earnings ​ ​ 5,924.3 ​ ​ 6,759.1 Accumulated other comprehensive income ​ ​ 9.5 ​ ​ 16.3 Less treasury stock, at cost, 105,849,754 and 106,846,304 common shares ​ ​ ( 3,064.7 ) ​ ​ ( 3,111.1 ) Total stockholders' equity ​ ​ 8,090.8 ​ ​ 8,932.7 ​ ​ $ 19,540.3 ​ $ 20,933.9 ​ See Notes to the Unaudited Condensed Consolidated Financial Statements. ​ 3 Table of Contents Conagra Brands, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (in millions) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended ​ ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 499.1 ) ​ $ 751.4 Adjustments to reconcile net income (loss) to net cash flows from operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 192.3 ​ ​ 196.6 Asset impairment charges ​ ​ 975.0 ​ ​ 87.6 Loss (gain) on divestitures ​ ​ ( 42.2 ) ​ ​ 2.3 Equity method investment earnings in excess of distributions ​ ​ ( 3.3 ) ​ ​ ( 28.9 ) Stock-settled share-based payments expense ​ ​ 33.1 ​ ​ 29.8 Contributions to pension plans ​ ​ ( 5.3 ) ​ ​ ( 5.9 ) Pension benefit ​ ​ ( 7.9 ) ​ ​ ( 1.5 ) Other items ​ ​ ( 16.3 ) ​ ​ ( 0.2 ) Change in operating assets and liabilities excluding effects of business acquisitions and dispositions: ​ ​ ​ ​ ​ ​ Receivables ​ ​ ( 137.5 ) ​ ​ 15.4 Inventories ​ ​ ( 149.5 ) ​ ​ ( 73.8 ) Deferred income taxes and income taxes payable, net ​ ​ 27.0 ​ ​ ( 206.4 ) Prepaid expenses and other current assets ​ ​ ( 58.0 ) ​ ​ ( 40.4 ) Accounts and other payables ​ ​ 6.9 ​ ​ 97.3 Accrued payroll ​ ​ ( 14.9 ) ​ ​ ( 66.2 ) Other accrued liabilities ​ ​ 67.6 ​ ​ 15.4 Litigation receivables, net of recoveries ​ ​ 75.5 ​ ​ 5.7 Litigation accruals, net of payments ​ ​ ( 112.2 ) ​ ​ ( 24.0 ) Net cash flows from operating activities ​ ​ 331.2 ​ ​ 754.2 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Additions to property, plant and equipment ​ ​ ( 218.6 ) ​ ​ ( 215.4 ) Sale of property, plant and equipment ​ ​ 37.8 ​ ​ 2.7 Purchase of businesses, net of cash acquired ​ ​ — ​ ​ ( 230.6 ) Proceeds from divestitures, net of cash divested ​ ​ 648.9 ​ ​ 76.8 Other items ​ ​ ( 0.9 ) ​ ​ 0.5 Net cash flows from investing activities ​ ​ 467.2 ​ ​ ( 366.0 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Issuance of short-term borrowings, maturities greater than 90 days ​ ​ 62.1 ​ ​ 70.6 Repayment of short-term borrowings, maturities greater than 90 days ​ ​ ( 567.5 ) ​ ​ ( 66.3 ) Net issuance of other short-term borrowings, maturities less than or equal to 90 days ​ ​ 88.7 ​ ​ 260.1 Issuance of long-term debt ​ ​ 1,000.0 ​ ​ — Repayment of long-term debt ​ ​ ( 1,022.3 ) ​ ​ ( 270.2 ) Debt issuance costs ​ ​ ( 11.7 ) ​ ​ — Repurchase of Conagra Brands, Inc. common shares ​ ​ ( 15.3 ) ​ ​ ( 64.0 ) Cash dividends paid ​ ​ ( 334.8 ) ​ ​ ( 335.1 ) Exercise of stock options and issuance of other stock awards, including tax withholdings ​ ​ ( 18.9 ) ​ ​ ( 20.1 ) Other items ​ ​ ( 0.2 ) ​ ​ ( 0.2 ) Net cash flows from financing activities ​ ​ ( 819.9 ) ​ ​ ( 425.2 ) Effect of exchange rate changes on cash and cash equivalents ​ ​ 0.1 ​ ​ ( 4.6 ) Net change in cash and cash equivalents, including cash balances classified as assets held for sale ​ ​ ( 21.4 ) ​ ​ ( 41.6 ) Less: Net change in cash balances classified as assets held for sale ​ ​ — ​ ​ ( 1.3 ) Net change in cash and cash equivalents ​ ​ ( 21.4 ) ​ ​ ( 40.3 ) Cash and cash equivalents at beginning of period ​ ​ 68.0 ​ ​ 77.7 Cash and cash equivalents at end of period ​ $ 46.6 ​ $ 37.4 ​ See Notes to the Unaudited Condensed Consolidated Financial Statements. ​ ​ 4 Table of Contents Conagra Brands, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (columnar dollars in millions except per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying Condensed Consolidated Financial Statements of Conagra Brands, Inc. (the “Company”, “Conagra Brands”, “we”, “us”, or “our”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. 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 and Other intangible asset impairment charges in our Condensed Consolidated Statements of Operations. All other adjustments are of a normal recurring nature. The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025. There were no significant changes to our accounting policies from those disclosed in Note 1, “Summary of Significant Accounting Policies” , to the Consolidated Financial Statements in that Form 10-K. Recently Issued Accounting Pronouncements and Disclosure Rules In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , to provide more detailed income tax disclosure requirements. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. The effective date for the standard is for 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 2026, when it becomes effective. 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. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our related disclosures. ​ 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 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. ​ 2. ACQUISITIONS 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 $ 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 5 Table of Contents 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 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. The purchase price allocations were finalized as of the fourth quarter of fiscal 2025. 3. DIVESTITURES AND ASSETS HELD FOR SALE Chef Boyardee ® Business 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 $ 42.7 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. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 Current assets ​ $ 69.2 Noncurrent assets (including goodwill of $ 230.4 million) ​ ​ 488.8 Current liabilities ​ ​ 2.7 Noncurrent liabilities ​ ​ 0.2 ​ 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 $ 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 $ 0.5 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. The assets related to our frozen fish business classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 Current assets ​ $ 24.9 Noncurrent assets (including goodwill of $ 17.1 million) ​ ​ 18.6 ​ 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. 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. Other Assets Held for Sale 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. ​ 6 Table of Contents 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 $ 4.4 million and $ 25.6 million as of November 23, 2025 and May 25, 2025, respectively. 4. RESTRUCTURING ACTIVITIES See our Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025 for additional information on our restructuring activities. 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 half of fiscal 2026, we recognized the following pre-tax expenses for the Conagra Restructuring Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Snacks ​ ​ ​ & Frozen ​ ​ ​ International ​ ​ ​ Corporate ​ ​ ​ Total Accelerated depreciation ​ $ 0.4 ​ $ — ​ $ — ​ $ — ​ $ 0.4 Other cost of goods sold ​ ​ 0.7 ​ ​ 0.1 ​ ​ — ​ ​ — ​ ​ 0.8 Total cost of goods sold ​ ​ 1.1 ​ ​ 0.1 ​ ​ — ​ ​ — ​ ​ 1.2 Severance and related costs ​ ​ ( 0.1 ) ​ ​ — ​ ​ 0.3 ​ ​ 6.8 ​ ​ 7.0 Asset impairment (net of gains on disposal) ​ ​ ( 0.6 ) ​ ​ ( 7.3 ) ​ ​ — ​ ​ ( 0.4 ) ​ ​ ( 8.3 ) Contract/lease termination ​ ​ — ​ ​ — ​ ​ — ​ ​ 0.2 ​ ​ 0.2 Other SG&A ​ ​ 2.1 ​ ​ 0.5 ​ ​ — ​ ​ 0.2 ​ ​ 2.8 Total SG&A ​ ​ 1.4 ​ ​ ( 6.8 ) ​ ​ 0.3 ​ ​ 6.8 ​ ​ 1.7 Total ​ $ 2.5 ​ $ ( 6.7 ) ​ $ 0.3 ​ $ 6.8 ​ $ 2.9 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incurred and ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ Charged to ​ Costs Paid or ​ Changes in ​ Balance as of ​ ​ May 25, 2025 ​ Expense ​ Otherwise Settled ​ Estimates ​ November 23, 2025 Severance and related costs ​ $ 14.6 ​ $ 7.6 ​ $ ( 6.4 ) ​ $ ( 0.6 ) ​ $ 15.2 Contract/lease termination ​ ​ — ​ ​ 0.2 ​ ​ ( 0.2 ) ​ ​ — ​ ​ — Other costs ​ ​ 2.8 ​ ​ 3.6 ​ ​ ( 4.9 ) ​ ​ — ​ ​ 1.5 Total ​ $ 17.4 ​ $ 11.4 ​ $ ( 11.5 ) ​ $ ( 0.6 ) ​ $ 16.7 ​ ​ ​ 5. DEBT AND REVOLVING CREDIT FACILITY Senior 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. 7 Table of Contents Term Loans 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 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 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 November 23, 2025, we were in compliance with these financial covenants. Commercial Paper 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 Net interest expense consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 Long-term debt ​ $ 99.6 ​ $ 93.2 ​ $ 193.6 ​ $ 186.3 Short-term debt ​ ​ 2.0 ​ ​ 17.7 ​ ​ 6.5 ​ ​ 33.5 Interest income ​ ​ ( 3.8 ) ​ ​ ( 0.6 ) ​ ​ ( 6.4 ) ​ ​ ( 1.5 ) Interest capitalized ​ ​ ( 1.8 ) ​ ​ ( 2.1 ) ​ ​ ( 3.9 ) ​ ​ ( 4.3 ) ​ ​ $ 96.0 ​ $ 108.2 ​ $ 189.8 ​ $ 214.0 ​ ​ ​ 6. FINANCING ARRANGEMENTS Supplier Financing Arrangements In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. A number of factors may impact our future payment terms, including our relative creditworthiness, overall market liquidity, and changes in interest rates and other general economic conditions. Certain suppliers have access to third-party services that allow them to view our scheduled payments online and finance advances on our scheduled payments at the sole discretion of the supplier and the third-party. Our current payment terms with these suppliers, which we deem to be commercially reasonable, range up to 120 days . We have no direct financial relationship with the financial institutions utilized by the third parties, and we have pledged no assets in connection with our accounts payable programs. 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 8 Table of Contents 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. 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 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. ​ 7. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The change in the carrying amount of goodwill for the first half of fiscal 2026 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ ​ ​ Refrigerated & Frozen 1 ​ ​ ​ International ​ ​ ​ Foodservice ​ ​ ​ Total Balance as of May 25, 2025 ​ $ 4,663.1 ​ $ 4,916.6 ​ $ 202.1 ​ $ 720.1 ​ $ 10,501.9 Currency translation ​ ​ — ​ ​ — ​ ​ ( 1.2 ) ​ ​ — ​ ​ ( 1.2 ) Impairment ​ ​ — ​ ​ ( 771.3 ) ​ ​ — ​ ​ — ​ ​ ( 771.3 ) Balance as of November 23, 2025 ​ $ 4,663.1 ​ $ 4,145.3 ​ $ 200.9 ​ $ 720.1 ​ $ 9,729.4 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 23, 2025 ​ May 25, 2025 ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Carrying ​ Accumulated ​ Carrying ​ Accumulated ​ ​ ​ ​ Amount ​ ​ ​ Amortization ​ ​ ​ Amount ​ ​ ​ Amortization Non-amortizing intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brands and trademarks ​ $ 1,603.6 ​ $ — ​ $ 1,800.5 ​ $ — Amortizing intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships and intellectual property ​ ​ 1,215.2 ​ ​ 616.5 ​ ​ 1,215.9 ​ ​ 595.3 ​ ​ $ 2,818.8 ​ $ 616.5 ​ $ 3,016.4 ​ $ 595.3 ​ 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 9 Table of Contents 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 $ 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. 8. DERIVATIVE FINANCIAL INSTRUMENTS See our Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025, for additional information on our derivative activities. Derivatives Designated as Cash Flow Hedges During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle Foods, Inc. 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 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. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results immediately. 10 Table of Contents The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 Gross derivative gains (losses) incurred ​ $ ( 1.9 ) ​ $ 7.7 ​ $ ( 2.5 ) ​ $ 4.0 Less: Net derivative gains (losses) allocated to reporting segments ​ ​ ( 0.5 ) ​ ​ ( 3.2 ) ​ ​ 1.1 ​ ​ ( 5.6 ) Net derivative gains (losses) recognized in general corporate expenses ​ $ ( 1.4 ) ​ $ 10.9 ​ $ ( 3.6 ) ​ $ 9.6 Net derivative gains (losses) allocated to Grocery & Snacks ​ $ 1.5 ​ $ ( 2.6 ) ​ $ 2.9 ​ $ ( 4.1 ) Net derivative gains (losses) allocated to Refrigerated & Frozen ​ ​ ( 0.4 ) ​ ​ ( 1.5 ) ​ ​ 0.4 ​ ​ ( 2.3 ) Net derivative gains (losses) allocated to International ​ ​ ( 1.7 ) ​ ​ 1.3 ​ ​ ( 2.4 ) ​ ​ 1.3 Net derivative gains (losses) allocated to Foodservice ​ ​ 0.1 ​ ​ ( 0.4 ) ​ ​ 0.2 ​ ​ ( 0.5 ) Net derivative gains (losses) included in segment operating profit ​ $ ( 0.5 ) ​ $ ( 3.2 ) ​ $ 1.1 ​ $ ( 5.6 ) ​ 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 Operations were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location in Condensed Consolidated Statements of Operations of Gains (Losses) ​ Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended Derivatives Not Designated as Hedging Instruments ​ ​ ​ Recognized on Derivatives ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 Commodity contracts ​ Cost of goods sold ​ $ ( 2.8 ) ​ $ 2.5 Foreign exchange contracts ​ Cost of goods sold ​ ​ 0.9 ​ ​ 5.2 Total gains (losses) from derivative instruments not designated as hedging instruments ​ ​ ​ $ ( 1.9 ) ​ $ 7.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ ( 2.2 ) ​ $ ( 4.4 ) Foreign exchange contracts ​ Cost of goods sold ​ ​ ( 0.3 ) ​ ​ 8.4 Total gains (losses) from derivative instruments not designated as hedging instruments ​ ​ ​ $ ( 2.5 ) ​ $ 4.0 ​ 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. ​ 9. SHARE-BASED PAYMENTS 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. 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. 11 Table of Contents Awards, if earned, will be paid in shares of our common stock. 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. ​ 10. 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. 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 ​ 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: ​ $ ( 663.6 ) ​ $ 284.5 ​ $ ( 499.1 ) ​ $ 751.3 Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average shares outstanding ​ ​ 479.0 ​ ​ 478.0 ​ ​ 478.8 ​ ​ 478.5 Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities ​ ​ — ​ ​ 1.3 ​ ​ — ​ ​ 1.4 Diluted weighted average shares outstanding ​ ​ 479.0 ​ ​ 479.3 ​ ​ 478.8 ​ ​ 479.9 ​ 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. ​ 11. INVENTORIES The major classes of inventories were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 23, 2025 ​ ​ ​ May 25, 2025 Raw materials and packaging ​ $ 286.5 ​ $ 300.8 Work in process ​ ​ 298.5 ​ ​ 243.5 Finished goods ​ ​ 1,502.4 ​ ​ 1,393.0 Supplies and other ​ ​ 112.4 ​ ​ 111.0 Total ​ $ 2,199.8 ​ $ 2,048.3 ​ ​ ​ 12. INCOME TAXES 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. 12 Table of Contents 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. 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. 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. ​ 13. CONTINGENCIES Litigation Matters We are party to a number of matters asserting product liability claims against the Company related to certain Pam ® and other cooking spray products. 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 $ 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. 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 U.S. 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. We are a party to certain environmental proceedings relating to businesses divested by Beatrice prior to our acquisition in fiscal 1991, including litigation and administrative proceedings involving Beatrice’s possible status as a potentially responsible party at approximately 35 Superfund, proposed Superfund, or state-equivalent sites (the “Beatrice sites”). The Beatrice sites consist of locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, polychlorinated biphenyls, acids, lead, sulfur, tannery wastes, and/or other contaminants. 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 $ 35.2 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. 13 Table of Contents General 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. Costs of legal services associated with the foregoing matters are recognized within SG&A expenses as services are provided. ​ 14. PENSION AND POSTRETIREMENT BENEFITS We have defined benefit retirement plans (“pension plans”) for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits to qualifying U.S. employees. Components of pension and postretirement plan costs (benefits) are: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 Service cost ​ $ 1.3 ​ $ 1.3 ​ $ 2.7 ​ $ 2.7 Interest cost ​ ​ 22.2 ​ ​ 33.4 ​ ​ 44.2 ​ ​ 67.4 Expected return on plan assets ​ ​ ( 27.8 ) ​ ​ ( 35.8 ) ​ ​ ( 55.6 ) ​ ​ ( 72.4 ) Amortization of prior service cost ​ ​ 0.4 ​ ​ 0.4 ​ ​ 0.8 ​ ​ 0.8 Pension cost (benefit) — Company plans ​ ​ ( 3.9 ) ​ ​ ( 0.7 ) ​ ​ ( 7.9 ) ​ ​ ( 1.5 ) Pension cost (benefit) — multi-employer plans ​ ​ 2.8 ​ ​ 3.0 ​ ​ 5.1 ​ ​ 5.2 Total pension cost (benefit) ​ $ ( 1.1 ) ​ $ 2.3 ​ $ ( 2.8 ) ​ $ 3.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Postretirement Plans ​ ​ Thirteen Weeks Ended ​ Twenty-Six Weeks Ended ​ ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 Service cost ​ $ 0.1 ​ $ 0.1 ​ $ 0.1 ​ $ 0.1 Interest cost ​ ​ 0.5 ​ ​ 0.6 ​ ​ 1.1 ​ ​ 1.2 Amortization of prior service cost (benefit) ​ ​ ( 0.5 ) ​ ​ ( 0.5 ) ​ ​ ( 0.9 ) ​ ​ ( 0.9 ) Recognized net actuarial gain ​ ​ ( 0.9 ) ​ ​ ( 1.2 ) ​ ​ ( 1.8 ) ​ ​ ( 2.3 ) Total postretirement cost (benefit) ​ $ ( 0.8 ) ​ $ ( 1.0 ) ​ $ ( 1.5 ) ​ $ ( 1.9 ) ​ The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost. 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 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. We anticipate making further contributions of approximately $ 3.9 million to our postretirement plans during the remainder of fiscal 2026. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change. ​ 14 Table of Contents 15. STOCKHOLDERS’ EQUITY The following table presents a reconciliation of our stockholders’ equity accounts for the twenty-six weeks ended November 23, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conagra Brands, Inc. Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Common ​ Paid-in ​ Retained ​ Comprehensive ​ Treasury ​ Total ​ ​ ​ ​ Shares ​ ​ ​ Stock ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Income ​ ​ ​ Stock ​ ​ ​ Equity Balance at May 25, 2025 ​ 584.2 ​ $ 2,921.2 ​ $ 2,347.2 ​ $ 6,759.1 ​ $ 16.3 ​ $ ( 3,111.1 ) ​ $ 8,932.7 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ ( 60.2 ) ​ ​ ​ ​ ​ ​ ​ ​ 61.1 ​ ​ 0.9 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.1 ​ ​ ​ ​ ​ 1.1 Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 15.0 ) ​ ​ ( 15.0 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.4 ) ​ ​ ​ ​ ​ ( 0.4 ) Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.3 ) ​ ​ ​ ​ ​ ( 0.3 ) Dividends declared on common stock; $ 0.35 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 167.7 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 167.7 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 164.5 ​ ​ ​ ​ ​ ​ ​ ​ 164.5 Balance at August 24, 2025 ​ 584.2 ​ $ 2,921.2 ​ $ 2,287.0 ​ $ 6,755.9 ​ $ 16.7 ​ $ ( 3,065.0 ) ​ $ 8,915.8 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ 13.5 ​ ​ ( 0.6 ) ​ ​ ​ ​ ​ 0.6 ​ ​ 13.5 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 4.9 ) ​ ​ ​ ​ ​ ( 4.9 ) Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.3 ) ​ ​ ( 0.3 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1.6 ) ​ ​ ​ ​ ​ ( 1.6 ) Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.7 ) ​ ​ ​ ​ ​ ( 0.7 ) Dividends declared on common stock; $ 0.35 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 167.4 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 167.4 ) Net loss attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 663.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 663.6 ) Balance at November 23, 2025 ​ 584.2 ​ $ 2,921.2 ​ $ 2,300.5 ​ $ 5,924.3 ​ $ 9.5 ​ $ ( 3,064.7 ) ​ $ 8,090.8 ​ 15 Table of Contents The following table presents a reconciliation of our stockholders’ equity accounts for the twenty-six weeks ended November 24, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conagra Brands, Inc. Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Common ​ Paid-in ​ Retained ​ Comprehensive ​ Treasury ​ Noncontrolling ​ Total ​ ​ ​ ​ Shares ​ ​ ​ Stock ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Loss ​ ​ ​ Stock ​ ​ ​ Interests ​ ​ ​ Equity Balance at May 26, 2024 ​ 584.2 ​ $ 2,921.2 ​ $ 2,363.2 ​ $ 6,276.3 ​ $ ( 35.5 ) ​ $ ( 3,084.8 ) ​ $ 70.9 ​ $ 8,511.3 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ ( 33.5 ) ​ ​ ( 0.5 ) ​ ​ ​ ​ ​ 34.8 ​ ​ ​ ​ ​ 0.8 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 22.5 ​ ​ ​ ​ ​ 38.0 ​ ​ 60.5 Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 64.0 ) ​ ​ ​ ​ ​ ( 64.0 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3.3 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 3.3 ) Activities of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 108.9 ) ​ ​ ( 108.9 ) Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.2 ​ ​ ​ ​ ​ ​ ​ ​ 0.2 Dividends declared on common stock; $ 0.35 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 167.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 167.8 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 466.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 466.8 Balance at August 25, 2024 ​ 584.2 ​ $ 2,921.2 ​ $ 2,329.7 ​ $ 6,574.8 ​ $ ( 16.1 ) ​ $ ( 3,114.0 ) ​ $ — ​ $ 8,695.6 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ 7.8 ​ ​ ( 0.3 ) ​ ​ ​ ​ ​ 1.3 ​ ​ ​ ​ ​ 8.8 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 19.4 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 19.4 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1.0 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 1.0 ) Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 0.8 ) Dividends declared on common stock; $ 0.35 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 167.0 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 167.0 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 284.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 284.5 Balance at November 24, 2024 ​ 584.2 ​ $ 2,921.2 ​ $ 2,337.5 ​ $ 6,692.0 ​ $ ( 37.3 ) ​ $ ( 3,112.7 ) ​ $ — ​ $ 8,800.7 ​ The following table details the accumulated balances for each component of other comprehensive income, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 23, 2025 ​ ​ ​ May 25, 2025 Currency translation losses, net of reclassification adjustments ​ $ ( 69.6 ) ​ $ ( 65.8 ) Derivative adjustments, net of reclassification adjustments ​ ​ 20.0 ​ ​ 22.0 Pension and postretirement benefit obligations, net of reclassification adjustments ​ ​ 59.1 ​ ​ 60.1 Accumulated other comprehensive income ​ $ 9.5 ​ $ 16.3 ​ 16 Table of Contents 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 ​ Operations 1 ​ ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 ​ ​ ​ ​ Net derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges ​ $ ( 0.6 ) ​ $ ( 0.6 ) ​ Interest expense, net Cash flow hedges ​ ​ ( 0.8 ) ​ ​ ( 1.2 ) ​ Equity method investment earnings ​ ​ ​ ( 1.4 ) ​ ​ ( 1.8 ) ​ Total before tax ​ ​ ​ 0.4 ​ ​ 0.4 ​ Income tax expense ​ ​ $ ( 1.0 ) ​ $ ( 1.4 ) ​ Net of tax Pension and postretirement liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Net prior service cost (benefit) ​ $ ( 0.1 ) ​ $ — ​ Pension and postretirement non-service income Net actuarial gain ​ ​ ( 0.9 ) ​ ​ ( 1.2 ) ​ Pension and postretirement non-service income ​ ​ ​ ( 1.0 ) ​ ​ ( 1.2 ) ​ Total before tax ​ ​ ​ 0.3 ​ ​ 0.4 ​ Income tax expense ​ ​ $ ( 0.7 ) ​ $ ( 0.8 ) ​ Net of tax ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Affected Line Item in the Condensed Consolidated Statement of ​ ​ Twenty-Six Weeks Ended ​ Operations 1 ​ ​ ​ ​ November 23, 2025 ​ ​ ​ November 24, 2024 ​ ​ ​ ​ Net derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges ​ $ ( 1.3 ) ​ $ ( 1.3 ) ​ Interest expense, net Cash flow hedges ​ ​ ( 1.5 ) ​ ​ ( 2.4 ) ​ Equity method investment earnings ​ ​ ​ ( 2.8 ) ​ ​ ( 3.7 ) ​ Total before tax ​ ​ ​ 0.7 ​ ​ 0.9 ​ Income tax expense ​ ​ $ ( 2.1 ) ​ $ ( 2.8 ) ​ Net of tax Pension and postretirement liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Net prior service cost (benefit) ​ $ ( 0.1 ) ​ $ — ​ Pension and postretirement non-service income Net actuarial gain ​ ​ ( 1.8 ) ​ ​ ( 2.3 ) ​ Pension and postretirement non-service income ​ ​ ​ ( 1.9 ) ​ ​ ( 2.3 ) ​ Total before tax ​ ​ ​ 0.5 ​ ​ 0.6 ​ Income tax expense ​ ​ $ ( 1.4 ) ​ $ ( 1.7 ) ​ Net of tax ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency translation losses ​ $ — ​ $ 41.8 ​ Selling, general and administrative expenses 2 ​ ​ ​ — ​ ​ 41.8 ​ Total before tax ​ ​ ​ — ​ ​ — ​ Income tax expense ​ ​ $ — ​ $ 41.8 ​ Net of tax ​ 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). ​ 16. FAIR VALUE MEASUREMENTS Financial Accounting Standards Board guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities, Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. The fair values of our Level 2 derivative instruments were determined using valuation models that use market observable inputs including both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts. 17 Table of Contents 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 November 23, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Net Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ 3.6 ​ $ 3.5 ​ $ — ​ $ 7.1 Deferred compensation assets ​ ​ 6.3 ​ ​ — ​ ​ — ​ ​ 6.3 Available-for-sale debt securities ​ ​ — ​ ​ — ​ ​ 2.0 ​ ​ 2.0 Total assets ​ $ 9.9 ​ $ 3.5 ​ $ 2.0 ​ $ 15.4 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 1.7 ​ $ — ​ $ 1.7 Deferred compensation liabilities ​ ​ 79.7 ​ ​ — ​ ​ — ​ ​ 79.7 Total liabilities ​ $ 79.7 ​ $ 1.7 ​ $ — ​ $ 81.4 ​ 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 May 25, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Net Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ 4.7 ​ $ — ​ $ — ​ $ 4.7 Deferred compensation assets ​ ​ 6.0 ​ ​ — ​ ​ — ​ ​ 6.0 Available-for-sale debt securities ​ ​ — ​ ​ — ​ ​ 2.2 ​ ​ 2.2 Total assets ​ $ 10.7 ​ $ — ​ $ 2.2 ​ $ 12.9 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 5.1 ​ $ — ​ $ 5.1 Deferred compensation liabilities ​ ​ 70.9 ​ ​ — ​ ​ — ​ ​ 70.9 Total liabilities ​ $ 70.9 ​ $ 5.1 ​ $ — ​ $ 76.0 ​ Nonrecurring Fair Value Measurements ​ 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 $ 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. ​ 18 Table of Contents 17. BUSINESS SEGMENTS AND RELATED INFORMATION We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice. 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 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. The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily in the United States. We do not aggregate operating segments when determining our reporting segments. 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; and Equity method investment earnings are centrally managed costs and have been excluded from segment operating profit. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended November 23, 2025 ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ ​ ​ ​ Total Net sales ​ ​ $ 1,209.1 ​ $ 1,251.2 ​ $ 230.4 ​ $ 288.4 ​ $ 2,979.1 Segment cost of goods sold 1 ​ ​ ​ 863.5 ​ ​ 1,011.3 ​ ​ 170.1 ​ ​ 236.3 ​ ​ 2,281.2 Segment SG&A expenses 2 ​ ​ ​ 114.4 ​ ​ 112.4 ​ ​ 28.2 ​ ​ 20.8 ​ ​ 275.8 Segment operating profit ​ ​ $ 231.2 ​ $ 127.5 ​ $ 32.1 ​ $ 31.3 ​ $ 422.1 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58.4 Other intangible asset impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 197.0 Goodwill impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 771.3 Loss on divestitures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.2 Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 7.2 ) Operating loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 597.6 ) Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6.1 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 96.0 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2 Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 655.3 ) ​ 19 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended November 24, 2024 ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ ​ ​ ​ Total Net sales ​ ​ $ 1,321.0 ​ $ 1,338.5 ​ $ 243.4 ​ $ 292.2 ​ $ 3,195.1 Segment cost of goods sold 1 ​ ​ ​ 906.6 ​ ​ 1,034.8 ​ ​ 175.3 ​ ​ 236.4 ​ ​ 2,353.1 Segment SG&A expenses 2 ​ ​ ​ 118.7 ​ ​ 105.6 ​ ​ 28.7 ​ ​ 20.0 ​ ​ 273.0 Segment operating profit ​ ​ $ 295.7 ​ $ 198.1 ​ $ 39.4 ​ $ 35.8 ​ $ 569.0 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 69.9 Other intangible asset impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18.9 Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 77.6 Operating profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 402.6 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 108.2 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 48.5 Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 346.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended November 23, 2025 ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ ​ ​ ​ Total Net sales ​ ​ $ 2,288.7 ​ $ 2,327.4 ​ $ 442.7 ​ $ 552.9 ​ $ 5,611.7 Segment cost of goods sold 1 ​ ​ ​ 1,616.4 ​ ​ 1,878.2 ​ ​ 321.5 ​ ​ 454.2 ​ ​ 4,270.3 Segment SG&A expenses 2 ​ ​ ​ 220.3 ​ ​ 207.3 ​ ​ 51.4 ​ ​ 39.7 ​ ​ 518.7 Segment operating profit ​ ​ $ 452.0 ​ $ 241.9 ​ $ 69.8 ​ $ 59.0 ​ $ 822.7 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 150.7 Other intangible asset impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 197.0 Goodwill impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 771.3 Gain on divestitures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 42.2 ) Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3.9 ) Operating loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 250.2 ) Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12.2 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 189.8 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 61.6 Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 366.2 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twenty-Six Weeks Ended November 24, 2024 ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ ​ ​ ​ Total Net sales ​ ​ $ 2,503.7 ​ $ 2,424.9 ​ $ 502.5 ​ $ 558.9 ​ $ 5,990.0 Segment cost of goods sold 1 ​ ​ ​ 1,734.8 ​ ​ 1,869.5 ​ ​ 368.1 ​ ​ 449.9 ​ ​ 4,422.3 Segment SG&A expenses 2 ​ ​ ​ 219.9 ​ ​ 198.2 ​ ​ 59.2 ​ ​ 38.1 ​ ​ 515.4 Segment operating profit ​ ​ $ 549.0 ​ $ 357.2 ​ $ 75.2 ​ $ 70.9 ​ $ 1,052.3 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 162.1 Other intangible asset impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18.9 Loss on divestitures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.3 Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 64.8 Operating profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 804.2 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6.2 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 214.0 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 77.6 Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 674.0 20 Table of Contents ​ 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 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 fire related insurance recoveries. ​ The following table presents further disaggregation of our net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ Twenty-Six Weeks Ended ​ ​ November 23, 2025 ​ November 24, 2024 ​ November 23, 2025 ​ November 24, 2024 Frozen ​ $ 1,055.2 ​ $ 1,140.2 ​ $ 1,953.7 ​ $ 2,053.6 Staples ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other shelf-stable ​ ​ 625.2 ​ ​ 751.0 ​ ​ 1,193.7 ​ ​ 1,441.3 Refrigerated ​ ​ 196.0 ​ ​ 198.3 ​ ​ 373.7 ​ ​ 371.3 Snacks ​ ​ 583.9 ​ ​ 570.0 ​ ​ 1,095.0 ​ ​ 1,062.4 International ​ ​ 230.4 ​ ​ 243.4 ​ ​ 442.7 ​ ​ 502.5 Foodservice ​ ​ 288.4 ​ ​ 292.2 ​ ​ 552.9 ​ ​ 558.9 Total net sales ​ $ 2,979.1 ​ $ 3,195.1 ​ $ 5,611.7 ​ $ 5,990.0 ​ 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. Management continues to regularly review financial results and make decisions about allocating resources based upon the four reporting segments outlined above. Assets by Segment The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. 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 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 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 ​ ​ Twenty-Six Weeks Ended ​ ​ November 23, 2025 ​ November 24, 2024 ​ November 23, 2025 ​ November 24, 2024 Grocery & Snacks ​ $ 36.7 ​ $ 38.2 ​ $ 72.8 ​ $ 76.7 Refrigerated & Frozen ​ ​ 41.1 ​ ​ 41.1 ​ ​ 81.8 ​ ​ 83.1 International ​ ​ 3.6 ​ ​ 3.4 ​ ​ 7.1 ​ ​ 7.5 Foodservice ​ ​ 11.7 ​ ​ 11.3 ​ ​ 22.9 ​ ​ 22.2 Total Reporting Segments ​ ​ 93.1 ​ ​ 94.0 ​ ​ 184.6 ​ ​ 189.5 Corporate ​ ​ 3.9 ​ ​ 3.5 ​ ​ 7.7 ​ ​ 7.1 Total Company ​ $ 97.0 ​ $ 97.5 ​ $ 192.3 ​ $ 196.6 ​ ​ ​ 21 Table of Contents