What changed in this filing

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Item 1. Financial Statements

2026-04-01 compared with 2025-12-19 · 186 added, 148 removed, 639 unchanged (34% of the section changed)

5 unchanged sentences

Thirteen Weeks Ended

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

Cost of goods sold

3 unchanged sentences

Loss (gain) on divestitures

Operating profit (loss)

Operating profit

Pension and postretirement non-service income

18 unchanged sentences

Thirteen Weeks Ended

November 23, 2025

November 24, 2024

Net income (loss)

Other comprehensive income (loss):

February 22, 2026

February 23, 2025

Other comprehensive income:

Derivative adjustments:

Unrealized derivative adjustments

Reclassification for derivative adjustments included in net income (loss)

Unrealized currency translation losses

Reclassification for derivative adjustments included in net income

Unrealized currency translation gains (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

Reclassification for pension and postretirement benefit obligations included in net income

Comprehensive income

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

Net income (loss)

17 unchanged sentences

(in millions except share data)

November 23, 2025

February 22, 2026

Current assets

36 unchanged sentences

(in millions)

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

Cash flows from operating activities:

4 unchanged sentences

Loss (gain) on divestitures

Equity method investment earnings in excess of distributions

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

Stock-settled share-based payments expense

19 unchanged sentences

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

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

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

Issuance of long-term debt

24 unchanged sentences

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

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.

All 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.

8 unchanged sentences

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.

We will adopt this guidance on a retrospective basis 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.

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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

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

The results of each of these acquisitions, subsequent to the acquisition closings, are primarily included in the Grocery & Snacks segment and through February 22, 2026, 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.

16 unchanged sentences

We recognized a loss on the sale of $ 0.5 million within Loss (gain) on divestitures in the first half of fiscal 2026.

In connection with the sale of this business, we recognized an impairment charge of $ 27.2 million in our Refrigerated & Frozen segment within Loss (gain) on divestitures in the third quarter of fiscal 2025.

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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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.

As a result of the timing of certain tax elections, we recognized income tax expense of $ 11.1 million in the third quarter of fiscal 2026 associated with this divestiture.

Other Assets Held for Sale

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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.

The related noncurrent assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets was $ 13.0 million and $ 34.9 million as of February 22, 2026 and May 25, 2025, respectively.

RESTRUCTURING ACTIVITIES

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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:

From fiscal 2019 through February 22, 2026, we have approved and expect to incur $ 357.6 million ($ 113.4 million of cash charges and $ 244.2 million of non-cash charges) and recognized cumulative charges of $ 331.9 million as part of a restructuring plan to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”).

In the third quarter and first three quarters of fiscal 2026, we recognized charges of $ 7.8 million and $ 10.7 million, respectively, in connection with the Conagra Restructuring Plan.

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

We anticipate that we will recognize substantially all of the costs and liabilities related to the Conagra Restructuring Plan by the end of fiscal 2026.

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

International

5 unchanged sentences

Contract/lease termination

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:

Consulting/professional fees

Included in the above results are $ 18.7 million of charges that have resulted or will result in cash outflows and an $ 8.0 million non-cash net benefit.

Optimization Initiatives

We regularly evaluate our operations for ways to increase efficiencies and optimize our investments.

Initiatives designed to achieve our efficiency goals may take a year or more to complete and result in various restructuring charges as a result of accelerated depreciation, asset write-offs, and exit costs including severance, lease and other contract termination charges, and disposal costs.

During the third quarter of fiscal 2026, we approved initiatives designed to optimize and enhance our supply chain network related to our frozen fried chicken products.

We expect these initiatives will result in approximately $ 34 million of restructuring charges within the Refrigerated & Frozen segment, of which approximately $ 12 million will be cash.

These charges are expected to consist of approximately $ 22 million of accelerated depreciation and asset write-offs and $ 12 million of other costs within SG&A.

We recognized charges of $ 5.1 million in the third quarter of fiscal 2026, which is also the cumulative amount incurred to date.

We expect these initiatives to be completed by the end of fiscal 2028.

Liabilities recorded for the above restructuring activities and changes therein for the first three quarters of fiscal 2026 were as follows:

Balance as of

2 unchanged sentences

Otherwise Settled

November 23, 2025

February 22, 2026

Severance and related costs

Contract/lease termination

Consulting/professional fees

DEBT AND REVOLVING CREDIT FACILITY

9 unchanged sentences

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.

As of February 22, 2026, 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.

As of February 22, 2026, 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.

As of February 22, 2026 and May 25, 2025, we had $ 63.0 million and $ 259.0 million, respectively, outstanding under our commercial paper program.

Interest Expense

1 unchanged sentence

Thirteen Weeks Ended

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

Long-term debt

10 unchanged sentences

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.

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.

Supplier participation in these agreements is voluntary.

As of February 22, 2026 and May 25, 2025, $ 223.3 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.

1 unchanged sentence

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.

As of February 22, 2026 and May 25, 2025, we had approximately $ 35.2 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 half of fiscal 2026 was as follows:

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

Grocery & Snacks

3 unchanged sentences

Currency translation

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.

Balance as of February 22, 2026

1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both February 22, 2026 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

February 22, 2026

Non-amortizing intangible assets

5 unchanged sentences

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.

No triggering events requiring further impairment assessments of goodwill or indefinite-lived intangibles were identified during the third quarter of fiscal 2026.

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.

8 unchanged sentences

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.

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.

14 unchanged sentences

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.

Amortization expense was $ 10.7 million and $ 32.3 million for the third quarter and first three quarters of fiscal 2026, respectively, and $ 13.5 million and $ 40.4 million for the third quarter and first three quarters of fiscal 2025, respectively.

Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of February 22, 2026, amortization expense is estimated to average $ 40.3 million for each of the next five years.

DERIVATIVE FINANCIAL INSTRUMENTS

3 unchanged sentences

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.

The unamortized amount at February 22, 2026 was $ 23.5 million.

Economic Hedges of Forecasted Cash Flows

5 unchanged sentences

Thirteen Weeks Ended

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

Gross derivative gains (losses) incurred

2 unchanged sentences

Net derivative gains (losses) allocated to Grocery & Snacks

Net derivative gains (losses) allocated to Refrigerated & Frozen

Net derivative losses allocated to Refrigerated & Frozen

Net derivative gains (losses) allocated to International

1 unchanged sentence

Net derivative gains (losses) included in segment operating profit

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).

The fair values of our derivative positions were not material as of February 22, 2026 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.

8 unchanged sentences

Recognized on Derivatives

November 23, 2025

November 24, 2024

February 22, 2026

February 23, 2025

Commodity contracts

2 unchanged sentences

Cost of goods sold

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

Total gains from derivative instruments not designated as hedging instruments

Location in Condensed Consolidated

3 unchanged sentences

Statements of Operations for the

Twenty-Six Weeks Ended

Thirty-Nine Weeks Ended

Derivatives Not Designated as Hedging Instruments

Recognized on Derivatives

November 23, 2025

November 24, 2024

February 22, 2026

February 23, 2025

Commodity contracts

3 unchanged sentences

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.

As of February 22, 2026 and May 25, 2025 our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 83.0 million and $ 140.2 million, respectively, for purchase contracts.

The notional amount of our foreign currency forward contracts as of February 22, 2026 and May 25, 2025 was $ 92.4 million and $ 93.5 million, respectively.

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.

For the third quarter and first three quarters of fiscal 2026, we recognized total stock-based compensation expense (including restricted stock units and performance shares) of $ 16.6 million and $ 49.7 million, respectively.

For the third quarter and first three quarters of fiscal 2025, we recognized total stock-based compensation expense of $ 6.3 million and $ 36.1 million, respectively.

In the first three quarters 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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Thirteen Weeks Ended

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

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

4 unchanged sentences

Diluted weighted average shares outstanding

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.

For the third quarter of fiscal 2026, there were 1.3 million 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 first three quarters of fiscal 2026, all 0.8 million 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 third quarter and first three quarters of fiscal 2025, there were 1.6 million and 1.3 million stock options outstanding, respectively, that were excluded from the computation.

The major classes of inventories were as follows:

November 23, 2025

February 22, 2026

Raw materials and packaging

2 unchanged sentences

Supplies and other

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.

In the third quarter of fiscal 2026 and 2025, we recognized income tax expense of $ 29.8 million and $ 43.9 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 13.0 % and 23.3 % for the third quarter of fiscal 2026 and 2025, respectively.

In the first three quarters of fiscal 2026 and 2025, we recognized income tax expense of $ 162.7 million and an income tax benefit of $ 33.5 million, respectively.

The effective tax rate was ( 119.2 )% and ( 3.9 )% for the first three quarters of fiscal 2026 and 2025, respectively.

The effective tax rate in the third quarter of fiscal 2026 reflected a benefit of $ 35.2 million related to certain elections made on an income tax return of a joint venture and expense of $ 11.1 million related to a prior divestiture.

The effective tax rate in the first three quarters of fiscal 2026 reflected the above-cited items, as well as the impact of an impairment of goodwill in the second quarter that was largely non-deductible for tax purposes.

During this time period, goodwill impairment charges totaling $ 771.3 million with an associated tax benefit of $ 19.3 million were recognized.

Additionally, the effective tax rate was negatively impacted by non-deductible goodwill related to the divestiture of the Chef Boyardee ® , Mrs.

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

This resulted in $ 62.8 million of tax expense being recognized on a pre-tax gain of $ 42.2 million.

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.

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

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

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

Recent interactions with the U.S.

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

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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.

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

tax law that are applicable to Conagra beginning in fiscal 2026.

These changes included 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.

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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.

Pursuant to these settlements, the Company has paid an aggregate of $ 141.1 million in fiscal 2026 through February 22, 2026 and $ 25 million in fiscal 2025 and has agreed to pay an additional $ 44.3 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 $ 1.6 million within Receivables as of February 22, 2026 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 this litigation based on information available to us at the time of our evaluation.

In the third quarter of fiscal 2026, a jury entered a verdict against the Company for $ 25 million in compensatory damages in a lawsuit captioned Esparza v.

Conagra Brands, Inc., et al ., in which a consumer claims personal injury due to alleged exposure to diacetyl from Pam ® butter flavored cooking spray.

We are contesting the verdict, and a final judgment has not yet been entered;

however, if a final judgment is entered, the Company intends to appeal.

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

Additionally, we have put the applicable insurance carriers on notice and are pursuing available insurance coverage.

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.

2 unchanged sentences

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.

Our accrual for all litigation matters, including those matters described above, that are probable and estimable, was $ 47.8 million within Other accrued liabilities as of February 22, 2026 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 $ 35.2 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.

The accrual for Beatrice-related environmental matters totaled $ 40.2 million ($ 3.2 million within Other accrued liabilities and $ 37.0 million within Other noncurrent liabilities ) as of February 22, 2026 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

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November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

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February 23, 2025

February 22, 2026

February 23, 2025

Interest cost

6 unchanged sentences

Thirteen Weeks Ended

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

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February 23, 2025

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 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.

During the third quarter and first three quarters of fiscal 2026, we contributed $ 2.8 million and $ 8.1 million, respectively, to our pension plans and contributed $ 1.5 million and $ 4.2 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 $ 2.9 million to our pension plans during the remainder of fiscal 2026.

1 unchanged sentence

These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change.

Subsequent to the end of the third quarter of fiscal 2026, and in connection with the termination and settlement of a pension plan for the benefit of certain hourly employees, we transferred $ 40.3 million of our U.S.

defined benefit pension plan obligations to an insurance company through the purchase of an irrevocable group annuity contract.

The group annuity contract was purchased and funded directly from the assets of our pension plans.

The transaction will require a remeasurement of the applicable pension plan in the fourth quarter of fiscal 2026.

STOCKHOLDERS’ EQUITY

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

The following table presents a reconciliation of our stockholders’ equity accounts for the thirty-nine weeks ended February 22, 2026:

Conagra Brands, Inc.

20 unchanged sentences

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:

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at February 22, 2026

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

Conagra Brands, Inc.

21 unchanged sentences

Balance at November 24, 2024

Stock option and incentive plans

Currency translation adjustments

Derivative adjustments

Pension and postretirement healthcare benefits

Dividends declared on common stock;

$ 0.35 per share

Net income attributable to Conagra Brands, Inc.

Balance at February 23, 2025

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

November 23, 2025

February 22, 2026

Currency translation losses, net of reclassification adjustments

5 unchanged sentences

Thirteen Weeks Ended

November 23, 2025

November 24, 2024

February 22, 2026

February 23, 2025

Net derivative adjustments:

13 unchanged sentences

Affected Line Item in the Condensed Consolidated Statement of

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

Net derivative adjustments:

26 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 November 23, 2025:

Derivative assets

13 unchanged sentences

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

Impairment of Assets Held for Sale

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

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

Impairment of Goodwill and Intangible Assets

7 unchanged sentences

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.

The carrying amount of long-term debt (including current installments) was $ 7.23 billion and $ 7.26 billion as of February 22, 2026 and May 25, 2025, respectively.

Based on current market rates, the fair value of this debt (Level 2 liabilities) at February 22, 2026 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 November 23, 2025

Thirteen Weeks Ended February 22, 2026

International

3 unchanged sentences

General corporate expenses 3

Other intangible asset impairment charges

Goodwill impairment charges

Loss on divestitures

Other charges, net 4

Operating loss

Operating profit

Pension and postretirement non-service income

1 unchanged sentence

Equity method investment earnings

Loss before income taxes

Thirteen Weeks Ended November 24, 2024

Income before income taxes

Thirteen Weeks Ended February 23, 2025

International

3 unchanged sentences

General corporate expenses 3

Other intangible asset impairment charges

Loss on divestitures

Other charges, net 4

4 unchanged sentences

Income before income taxes

Twenty-Six Weeks Ended November 23, 2025

Thirty-Nine Weeks Ended February 22, 2026

International

7 unchanged sentences

Other charges, net 4

Operating loss

Operating profit

Pension and postretirement non-service income

2 unchanged sentences

Loss before income taxes

Twenty-Six Weeks Ended November 24, 2024

Thirty-Nine Weeks Ended February 23, 2025

International

18 unchanged sentences

Thirteen Weeks Ended

Twenty-Six Weeks Ended

November 23, 2025

November 24, 2024

November 23, 2025

November 24, 2024

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

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 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.

Total depreciation expense for the third quarter and first three quarters of fiscal 2026 was $ 90.7 million and $ 261.4 million, respectively.

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

Thirty-Nine Weeks Ended

February 22, 2026

February 23, 2025

February 22, 2026

February 23, 2025

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