What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-07-15 compared with 2025-07-10 · 315 added, 286 removed, 1183 unchanged (34% of the section changed)

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and Subsidiaries

Consolidated Statements of Earnings

Consolidated Statements of Operations

(in millions, except per share amounts)

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Other intangible asset impairment charges

Loss on divestitures

Operating profit

Loss (gain) on divestitures

Operating profit (loss)

Pension and postretirement non-service income

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Equity method investment earnings

Income before income taxes

Income (loss) before income taxes

Income tax expense

Net income (loss) attributable to noncontrolling interests

Net income attributable to Conagra Brands, Inc.

Earnings per share — basic

Net income attributable to Conagra Brands, Inc.

Net income (loss)

Net income attributable to noncontrolling interests

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

Earnings (loss) per share — basic

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

common stockholders

Earnings per share — diluted

Net income attributable to Conagra Brands, Inc.

Earnings (loss) per share — diluted

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

common stockholders

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and Subsidiaries

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

(in millions)

For the Fiscal Years Ended May

Other comprehensive income:

Net income (loss)

Other comprehensive income (loss):

Derivative adjustments:

Unrealized derivative adjustments

Reclassification for derivative adjustments included in net income

Reclassification for derivative adjustments included in net income (loss)

Currency translation adjustments:

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Unrealized pension and postretirement benefit obligations

Reclassification for pension and postretirement benefit obligations included in net income

Comprehensive income

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

Comprehensive income (loss)

Comprehensive income (loss) attributable to noncontrolling interests (see Note 7)

Comprehensive income attributable to Conagra Brands, Inc.

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

The accompanying Notes are an integral part of the consolidated financial statements.

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Retained earnings

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Less treasury stock, at cost, 105,666,163 and 106,846,304 common shares

Total Conagra Brands, Inc.

common stockholders' equity

Noncontrolling interests

Total stockholders' equity

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Currency translation adjustments

Repurchase of common shares

Derivative adjustments

Activities of noncontrolling interests

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Currency translation adjustments

Repurchase of common shares

Derivative adjustments

Activities of noncontrolling interests

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Derivative adjustments

Activities of noncontrolling interests

Pension and postretirement healthcare benefits

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$ 1.40 per share

Net income attributable to Conagra Brands, Inc.

Net loss attributable to Conagra Brands, Inc.

Balance at May 31, 2026

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Cash flows from operating activities:

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

Net income (loss)

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

Depreciation and amortization

Asset impairment charges

Loss (gain) on divestitures

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

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Litigation accruals, net of payments

Deferred employer payroll taxes

Net cash flows from operating activities

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Net cash flows from financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net change in cash and cash equivalents and restricted cash, including cash balances classified as assets held for sale

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents, including cash balances classified as assets held for sale

Net change in cash balances classified as assets held for sale

Net change in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of year

Cash and cash equivalents and restricted cash at end of year

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

The accompanying Notes are an integral part of the consolidated financial statements.

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(“Conagra Brands”, “Company”, “we”, “us”, or “our”) ends the last Sunday in May.

The fiscal years for the consolidated financial statements presented consist of a 52-week period for fiscal 2025, 2024, and 2023.

The fiscal years for the consolidated financial statements presented consist of a 53-week period for fiscal 2026 and 52-week periods for fiscal 2025 and 2024.

Basis of Consolidation — The consolidated financial statements include the accounts of Conagra Brands, Inc.

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A deferred tax liability is recorded on currency translation adjustments related to undistributed foreign earnings that are not deemed to be permanently reinvested.

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

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

Currency translation losses, net of reclassification adjustments

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Pension and postretirement benefit obligations, net of reclassification adjustments

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

The following table summarizes the reclassifications from accumulated other comprehensive income (loss) into income:

The following table summarizes the reclassifications from accumulated other comprehensive income into income (loss):

Affected Line Item in the Consolidated Statement

of Earnings 1

of Operations 1

Net derivative adjustments:

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Income tax expense

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

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

2 Amount represents the reclassification for currency translation losses in connection with the sale of ATFL (see Note 7).

Foreign Currency Transaction Gains and Losses — We recognized net foreign currency transaction losses of $ 2.6 million and $ 2.8 million in fiscal 2025 and 2023, respectively, and net foreign currency transaction gains of $ 1.3 million in fiscal 2024 in SG&A expenses.

Foreign Currency Transaction Gains and Losses — We recognized net foreign currency transaction gains of $ 2.1 million and $ 1.3 million in fiscal 2026 and 2024, respectively, and net foreign currency transaction losses of $ 2.6 million in fiscal 2025 in SG&A expenses.

Business Combinations — We use the acquisition method in accounting for acquired businesses.

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Actual results could differ from these estimates.

New Accounting Standards — In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

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

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

We adopted this ASU in the fourth quarter of fiscal 2025 and added certain disclosures to Note 20, Business Segments and Related Information .

New Accounting Standards — 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.

We adopted this ASU in the fourth quarter of fiscal 2026 and added certain disclosures to Note 14, Pre-tax Income and Income Taxes .

The disclosures were applied retrospectively and impacted all prior periods presented.

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

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

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

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 fiscal 2025.

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 fiscal 2025.

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

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

The results of each of these acquisitions, subsequent to the acquisition closings, are primarily included in the Grocery & Snacks segment and through May 25, 2025, were not material to our Consolidated Statements of Earnings.

The results of each of these acquisitions, subsequent to the acquisition closings, are primarily included in the Grocery & Snacks segment and through May 31, 2026, were not material to our Consolidated Statements of Operations.

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

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RESTRUCTURING ACTIVITIES

Optimization and Transformation 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.

In 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 $ 13.4 million in fiscal 2026, which is also the cumulative amount incurred to date.

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

Subsequent to the end of fiscal 2026, management approved a multi-year transformation initiative (“Project Catalyst”) that seeks to simplify and modernize our operations through process redesign, technology adoption, and organizational optimization to accelerate growth, improve productivity, and enhance cash flow performance.

We anticipate that we may invest as much as approximately $40 million in capital expenditures for Project Catalyst initiatives in fiscal 2027.

We continue to define and identify initiatives under Project Catalyst, some of which may result in restructuring charges.

At this time, we are unable to provide an estimate or range of estimates for any such restructuring charges, some of which may be incurred in fiscal 2027, or other costs that may be incurred as a result of Project Catalyst.

We expect to provide additional details in future quarters.

Conagra Restructuring Plan

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We recognized charges of $ 32.3 million, $ 101.7 million, and $ 66.6 million in connection with the Conagra Restructuring Plan in fiscal 2026, 2025, and 2024, respectively.

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

We have recognized substantially all of the costs and liabilities related to the Conagra Restructuring Plan as of the end of fiscal 2026.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

We anticipate that we will recognize the following pre-tax expenses in association with the Conagra Restructuring Plan (amounts include charges recognized from plan inception through the end of fiscal 2026):

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Consolidated total

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

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

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Contract/lease termination

Consulting/professional fees

Other selling, general and administrative expenses

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Included in the above results are $ 26.0 million of charges that have resulted or will result in cash outflows and $ 6.3 million in non-cash charges.

We recognized the following cumulative (plan inception to May 25, 2025) pre-tax expenses for the Conagra Restructuring Plan in our Consolidated Statements of Earnings:

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

We recognized the following cumulative (plan inception to May 31, 2026) pre-tax expenses for the Conagra Restructuring Plan in our Consolidated Statements of Operations:

International

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Included in the above results are $ 118.9 million of charges that have resulted or will result in cash outflows and $ 234.6 million in non-cash charges.

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

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

Severance and related costs

Contract/lease termination

Consulting/professional fees

Notes to Consolidated Financial Statements

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5.3 % senior debt due November 2038

5.75 % senior debt due August 2035

8.25 % senior debt due September 2030

5.0 % senior debt due August 2030

4.85 % senior debt due November 2028

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4.6 % senior debt due November 2025

SOFR plus 1.35 % term loan due August 2025

0.89 % to 13.22 % lease financing obligations due on various dates through 2043

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The aggregate minimum principal maturities of the long-term debt for each of the five fiscal years following May 31, 2026 are as follows:

In the fourth quarter of fiscal 2024, we repaid the entire outstanding $ 1.00 billion aggregate principal amount of our 4.30 % senior notes on their maturity date of May 1, 2024.

In 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 “Senior Unsecured Notes”), along with the issuance of commercial paper and operating cash flows.

In the fourth quarter of fiscal 2024, we repaid the entire outstanding $ 1.00 billion aggregate principal amount of our 4.30 % senior unsecured notes on their maturity date of May 1, 2024.

The repayment was funded using the net proceeds from the 2024 Term Loan in the principal amount of $ 300.0 million (see Note 5), along with the issuance of commercial paper and operating cash flows.

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

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

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

In the third quarter of fiscal 2023, we repaid the remaining outstanding $ 437.0 million aggregate principal amount of our 3.20 % senior notes on their maturity date of January 25, 2023.

The repayment was primarily funded by the issuance of commercial paper.

In the second quarter of fiscal 2023, we repaid the entire outstanding $ 250.0 million aggregate principal amount of our 3.25 % senior notes on their maturity date of September 15, 2022.

The repayment was primarily funded using the net proceeds of the 2023 Term Loan discussed below.

Notes to Consolidated Financial Statements

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Interest capitalized

In 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 anticipated issuance of long-term debt to help finance the Pinnacle acquisition.

During the second quarter of fiscal 2019, we terminated the interest rate swap contracts and received proceeds of $ 47.5 million.

This gain was deferred in accumulated other comprehensive income and is being amortized as a reduction of interest expense over the lives of the related debt instruments.

Our net interest expense was reduced by $ 2.7 million, $ 3.5 million, and $ 3.4 million in fiscal 2025, 2024, and 2023, respectively, due to the impact of these interest rate swap contracts.

Interest paid was $ 374.2 million, $ 426.7 million, and $ 444.2 million in fiscal 2026, 2025, and 2024, respectively.

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2025 Term Loan

In the fourth quarter of fiscal 2025, we entered into an unsecured Term Loan Agreement with a financial institution (the “2025 Term Loan Agreement”), borrowing an aggregate principal amount of $ 200.0 million (the “2025 Term Loan”) which is classified as notes payable within our Consolidated Balance Sheets.

The 2025 Term Loan matures on October 29, 2025 and bears interest at, at the Company’s election, either (a) the sum of Term SOFR, plus 0.875 % per annum or (b) 0.00 % per annum plus the Base Rate, described in the 2025 Term Loan Agreement as the highest of (i) the prime rate in the U.S.

In the fourth quarter of fiscal 2025, we entered into an unsecured Term Loan Agreement with a financial institution (the “2025 Term Loan Agreement”), borrowing an aggregate principal amount of $ 200.0 million (the “2025 Term Loan”) which was classified as notes payable within our Consolidated Balance Sheets.

The 2025 Term Loan matured on October 29, 2025 and bore interest at, based upon the Company’s election, either (a) the sum of Term SOFR, plus 0.875 % per annum or (b) 0.00 % per annum plus the Base Rate, described in the 2025 Term Loan Agreement as the highest of (i) the prime rate in the U.S.

published in The Wall Street Journal, (ii) the Federal Funds Rate plus 0.50 %, and (iii) one-month Term SOFR plus 1.00 %.

The Company may voluntarily prepay loans under the 2025 Term Loan Agreement, in whole or in part, without premium or penalty, subject to certain conditions.

On June 4, 2025, subsequent to our fiscal year end, we prepaid $ 100.0 million of the aggregate principal amount outstanding under the 2025 Term Loan utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 7).

The 2025 Term Loan Agreement allowed the Company to voluntarily prepay loans, in whole or in part, without premium or penalty, subject to certain conditions.

During the first quarter of fiscal 2026, we prepaid the $ 200.0 million aggregate principal amount outstanding under the unsecured term loan utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 7) and proceeds from the issuance of the Senior Unsecured Notes (see Note 4).

2024 Term Loan

In the fourth quarter of fiscal 2024, we entered into an unsecured Term Loan Agreement with a financial institution (the “2024 Term Loan Agreement”), borrowing an aggregate principal amount of $ 300.0 million (the “2024 Term Loan”) which is classified as notes payable within our Consolidated Balance Sheets.

In the fourth quarter of fiscal 2024, we entered into an unsecured Term Loan Agreement with a financial institution (the “2024 Term Loan Agreement”), borrowing an aggregate principal amount of $ 300.0 million (the “2024 Term Loan”) which was classified as notes payable within our Consolidated Balance Sheets.

In the fourth quarter of fiscal 2025, we entered into a letter agreement (the “Amendment”) extending the maturity date of the 2024 Term Loan from April 29, 2025 to October 29, 2025.

The 2024 Term Loan, as amended, bears interest at, at the Company’s election, either (a) the sum of Term SOFR, plus 0.875 % per annum, or (b) 0.00 % per annum plus the Base Rate, described in the 2024 Term Loan Agreement as the greatest of (i) Bank of America, N.A.’s “prime rate”, (ii) the Federal Funds Rate plus 0.50 %, and (iii) one-month Term SOFR plus 1.00 %.

The Company may voluntarily prepay loans under the 2024 Term Loan Agreement, in whole or in part, without premium or penalty, subject to certain conditions.

On June 4, 2025, subsequent

The 2024 Term Loan, as amended, bore interest at, based upon the Company’s election, either (a) the sum of Term SOFR, plus 0.875 % per annum, or (b) 0.00 % per annum plus the Base Rate, described in the 2024 Term Loan Agreement as the greatest of (i) Bank of America, N.A.’s “prime rate”, (ii) the Federal Funds Rate plus 0.50 %, and (iii) one-month Term SOFR plus 1.00 %.

The 2024 Term Loan Agreement allowed the Company to voluntarily prepay loans, in whole or in part, without premium or penalty, subject to certain conditions.

During the first quarter of fiscal 2026, we prepaid the $ 300.0 million aggregate principal amount outstanding under the unsecured term loan utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 7) and proceeds from the issuance of the Senior Unsecured Notes (see Note 4).

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

to our fiscal year end, we prepaid $ 150.0 million of the aggregate principal amount outstanding under the Amended 2024 Term Loan utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 7).

Revolving Credit Facility

In the first quarter of fiscal 2023, we entered into a Second Amended and Restated Revolving Credit Agreement (the “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 Revolving Credit Agreement provided for a maturity date of August 26, 2027 and was unsecured.

As of May 25, 2025, there were no outstanding borrowings under the Revolving Credit Agreement.

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 May 31, 2026, there were no outstanding borrowings under the Amended Revolving Credit Agreement.

The Revolving Credit Agreement contains events of default customary for unsecured investment grade credit facilities with corresponding grace periods.

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As of May 31, 2026, we were in compliance with all financial covenants under the Revolving Credit Agreement.

On June 27, 2025, subsequent to our fiscal year end, we terminated and replaced our existing 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 generally requires our ratio of EBITDA to interest expense not to be less than 3.0 to 1.0 and our ratio of funded debt to EBITDA not to exceed 4.5 to 1.0, with each ratio to be calculated on a rolling four-quarter basis.

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

Commercial Paper

We finance our short-term liquidity needs with existing cash balances, cash flows from operations, and commercial paper borrowings.

As of May 31, 2026, we had no outstanding borrowings under our commercial paper program.

As of May 25, 2025, we had $ 259.0 million outstanding under our commercial paper program, which is classified as notes payable within our Consolidated Balance Sheets, at an average weighted interest rate of 4.91 %.

As of May 26, 2024, we had $ 586.0 million outstanding under our commercial paper program at an average weighted interest rate of 5.80 %.

FINANCING ARRANGEMENTS

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Supplier participation in these agreements is voluntary.

As of May 25, 2025 and May 26, 2024, $ 292.2 million and $ 334.1 million, respectively, of our total accounts and other payables were payable to suppliers who utilized these third-party services.

As of May 31, 2026 and May 25, 2025, $ 248.4 million and $ 292.2 million, respectively, of our total accounts and other payables were subject to these arrangements.

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

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As of May 31, 2026 and May 25, 2025, we had approximately $ 34.2 million and $ 45.9 million, respectively, of short-term borrowings related to these arrangements.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

The roll-forward of our outstanding obligations confirmed as valid under our supplier finance program for fiscal 2025 are as follows:

The roll-forward of our outstanding obligations confirmed as valid under our supplier finance program for fiscal 2026 and 2025 are as follows:

Obligations outstanding at the beginning of the year

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Obligations outstanding at the end of the year

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

DIVESTITURES AND ASSETS HELD FOR SALE

Chef Boyardee ® Business

During the fourth quarter of fiscal 2025, we entered into a definitive agreement to sell our Chef Boyardee ® business, which is reflected in our Grocery & Snacks, International, and Foodservice segments .

On June 3, 2025, subsequent to the end of fiscal 2025, we completed the sale of this business for net proceeds of $ 601.2 million, subject to final working capital adjustments.

In connection with the sale, the Company entered into a transition services agreement (“TSA”) with Hometown Food Company, under which the Company will provide certain services to help facilitate an orderly transition of the businesses following the sale.

In return for these services, Hometown Food Company is required to pay certain agreed upon fees that are designed to reimburse the Company for certain costs incurred by the Company in providing such services.

The TSA provides for a term of services starting at the sale completion date and continuing for a period of up to 12 months .

The assets and liabilities related to our Chef Boyardee ® business have been reclassified as assets and liabilities held for sale within our Consolidated Balance Sheets for all periods presented.

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 fiscal 2026.

The assets and liabilities related to our Chef Boyardee ® business have been reclassified as assets and liabilities held for sale within our Consolidated Balance Sheets 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 Consolidated Balance Sheets were as follows:

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Frozen Fish Business

On June 5, 2025, subsequent to the end of fiscal 2025, we entered into a definitive agreement to sell our frozen fish business, which includes our Van De Kamp’s ® and Mrs.

Paul’s ® brands.

This business is reflected primarily in our Refrigerated & Frozen segment.

We completed the sale of this business on June 30, 2025 for net proceeds of $ 42.4 million, subject to final working capital adjustments.

In connection with the sale of this business, we recognized an impairment charge of $ 27.2 million in our Refrigerated & Frozen segment within loss on divestitures during fiscal 2025.

The Company entered into a transition services agreement with High Liner Foods for a term of services starting at the sale completion date and continuing for a period of up to 9 months .

The assets related to our frozen fish business have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented.

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 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 during fiscal 2025.

The assets related to our frozen fish business have been reclassified as assets held for sale within our 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 Consolidated Balance Sheets were as follows:

Current assets

Noncurrent assets (including goodwill of $ 17.1 million and $ 26.4 million, respectively)

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

Noncurrent assets (including goodwill of $ 17.1 million)

Agro Tech Foods Limited Divestiture

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

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

We recognized a loss of $ 2.3 million on the sale within Loss (gain) on divestitures in 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.

During fiscal 2024, we recognized impairment charges of $ 36.4 million within loss on divestitures related to this business.

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

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

Current assets

Noncurrent assets (including goodwill of $ 46.4 million)

Current liabilities

Noncurrent liabilities

During fiscal 2024, we recognized impairment charges of $ 36.4 million within Loss (gain) on divestitures related to this business.

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

Other Assets Held for Sale

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

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

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

During 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 fiscal 2026 included in restructuring activities (see Note 3).

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

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

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

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Total dividends received from equity method investments in fiscal 2024 were $ 251.6 million.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

Summarized combined financial information for our equity method investments on a 100% basis is as follows:

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Noncurrent liabilities

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

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Balance as of May 31, 2026

1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both May 31, 2026 and May 25, 2025 were net of accumulated impairment losses of $ 3.05 billion and $ 668.2 million, respectively.

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

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Customer relationships and intellectual property

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, in the second quarter of fiscal 2026, 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 -

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

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.

In addition, we recognized impairment charges in the second quarter of fiscal 2026, 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 in our assumed royalty rate.

In the fourth quarter of fiscal 2026, we identified triggering events to test goodwill for impairment due to continued decline in market capitalization and stock price.

As a result of our assessment of the triggering events, we completed a quantitative impairment test for the Refrigerated & Frozen reporting unit using both a discounted cash flow method and a guideline public company method.

As a result of our impairment tests, we recognized goodwill impairment charges of $ 1.61 billion within goodwill impairment charges.

The impairment was primarily driven by a 200 -basis point increase in the discount rate from our last quantitative assessment completed in the second quarter of fiscal 2026 reflecting lower market multiples in our industry, uncertainty in the market and global economy due to potential implications from geopolitical conflicts, inflationary pressures, and other macroeconomic factors, 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 $ 2.53 billion.

In the fourth quarter of fiscal 2026, we also recognized impairment charges on certain indefinite lived intangibles within other intangible asset impairment charges of $ 350.2 million within our Grocery & Snacks and Refrigerated & Frozen segments.

The most notable brands with impairments included Birds Eye ® , Armour ® , Bertolli ® , Angie’s ® BOOMCHICKAPOP ® , and Wish-Bone ® .

All brands were negatively impacted by the increase in our discount rate discussed above.

Several of these brands were also negatively impacted by revised sales growth expectations.

Including the impairments of certain brands recognized in the second quarter of fiscal 2026, discussed above, our total brand impairment charges recognized in fiscal 2026 were $ 547.2 million.

The Refrigerated & Frozen reporting unit and certain of our indefinite lived intangibles were written down to fair value as of the end of fiscal 2026, 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 and indefinite lived intangibles had more than 20 % excess fair value over carrying amount as of our last quantitative assessment.

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

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

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

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

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

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

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

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

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

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We completed a qualitative assessment which primarily considered our previous cushion from our last quantitative test in addition to market comparable transactions.

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

For our non-amortizing intangible assets, which are comprised of brands and trademarks, we use a “relief from royalty” methodology in estimating fair value.

In the fourth quarter of fiscal 2025, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges within other intangible asset impairment charges of $ 53.2 million in our Grocery & Snacks and Refrigerated & Frozen segments.

As a result of our fiscal 2025 annual impairment test for indefinite lived intangibles, we recognized impairment charges within other intangible asset impairment charges of $ 53.2 million in our Grocery & Snacks and Refrigerated & Frozen segments.

Our largest impairments were related to our spreads businesses ( Earth Balance ® and Smart Balance ® ).

Both of these brands were negatively impacted by volume declines in the current fiscal year, which also resulted in revised sales growth expectations.

Both of these brands were negatively impacted by volume declines in the current fiscal year, which also resulted in revised

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

sales growth expectations.

Including the impairments of certain brands recognized in the second quarter of fiscal 2025, discussed above, our total brand impairment charges recognized in fiscal 2025 were $ 72.1 million.

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The impairment was largely due to the 75 -basis point increase in the discount rate as a result of economic conditions (higher interest rates and a slightly higher company specific risk premium), a decline in market capitalization, lower market multiples in our industry as of our testing date, as well as a downward revision to our sales forecasts for this specific reporting unit.

After the impairment, the goodwill carrying amount of our Sides, Components, Enhancers reporting unit was approximately $ 1.4 billion and accumulated impairment losses to goodwill associated with this reporting unit were $ 668.2 million as of May 26, 2024 and $ 141.7 million as of May 28, 2023.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

After the impairment, the goodwill carrying amount of our Sides, Components, Enhancers reporting unit was approximately $ 1.4 billion.

As a result of our fiscal 2024 annual impairment test for indefinite lived intangibles, we recognized impairment charges within other intangible asset impairment charges of $ 430.2 million within our Grocery & Snacks and Refrigerated & Frozen segments.

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

2023 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing

During the first quarter of fiscal 2023, management reorganized its reporting structure for certain brands within two reporting units in our Refrigerated & Frozen segment.

The change in management reporting required us to reassign assets and liabilities, including goodwill, between the reporting units, complete a goodwill impairment test both prior to and subsequent to the change, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks).

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

As a result of our impairment tests, we recognized goodwill impairment charges of $ 141.7 million within our Sides, Components, Enhancers reporting unit in the first quarter of fiscal 2023 within goodwill impairment charges.

In addition, we recognized an impairment charge within other intangible asset impairment charges of $ 244.0 million related to our Birds Eye ® brand name in the first quarter of fiscal 2023.

As a result of our fiscal 2023 annual impairment test for indefinite lived intangibles, we recognized impairment charges within other intangible asset impairment charges of $ 345.2 million, primarily within our Grocery & Snacks and Refrigerated & Frozen segments.

The most notable brands with impairments included Gardein ® , Birds Eye ® , Hungry Man ® , Vlasic ® , Van De Kamps ® , Earth Balance ® , and Comstock ® .

These brands were negatively impacted by an increase in our discount rate in response to the economic environment (including an increase in interest rates) since our last annual impairment test.

Our two largest impairments were related to Gardein ® and Birds Eye ® in the amount of $ 91.5 million and $ 78.3 million, respectively.

Both of these brands were negatively impacted by lower than expected profit margins which resulted in a reduction to our assumed royalty rates in addition to revised sales growth expectations to be consistent with industry trends.

Including the Birds Eye ® brand impairment recognized in the first quarter of fiscal 2023, discussed above, our total brand impairment charges recognized in fiscal 2023 were $ 589.2 million.

Definite-Lived Intangible Assets

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Based on amortizing assets recognized in our Consolidated Balance Sheet as of May 31, 2026, amortization expense for the next five years is estimated to be as follows:

EARNINGS PER SHARE

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

EARNINGS (LOSS) PER SHARE

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

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

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.

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

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

Net income attributable to Conagra Brands, Inc.

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

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

common stockholders:

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Diluted weighted average shares outstanding

For fiscal 2025, 2024, and 2023, there were 1.4 million, 1.2 million, and 0.5 million stock options outstanding, respectively, that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

For fiscal 2026, all 0.8 million of dilutive restricted stock units outstanding were excluded from the computation of diluted weighted averages shares, as we recognized a net loss.

For fiscal 2025 and 2024, there were 1.4 million and 1.2 million stock options outstanding, respectively, that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.

The major classes of inventories, excluding amounts classified as held for sale (see Note 7), were as follows:

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

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

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

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 and are subject to adjustment based on our total shareholder return during the performance periods relative to a defined peer group.

For each of the 2026 performance period, 2027 performance period, and 2028 performance period, the awards actually earned will range from zero to two hundred percent of the targeted number of performance shares for such performance period.

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

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

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

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

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

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

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.

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Nonvested performance shares at May 31, 2026

We recognized a benefit of $ 5.8 million and $ 7.7 million in fiscal 2025 and 2024, respectively, and expense of $ 45.0 million in fiscal 2023 for our performance share awards.

The tax expense related to the compensation benefit for fiscal 2025 and 2024 was $ 0.1 million and $ 0.4 million, respectively.

We recognized expense of $ 1.5 million in fiscal 2026 and a benefit of $ 5.8 million and $ 7.7 million in fiscal 2025 and 2024, respectively, for our performance share awards.

The tax benefit related to the compensation expense for fiscal 2026 was $ 0.1 million.

The total intrinsic value of performance shares vested (including shares paid in lieu of dividends) during fiscal 2025 and 2024 was $ 17.1 million and $ 22.6 million, respectively.

Performance targets for the three-year performance period ending in fiscal 2022 were not met, resulting in no vesting during fiscal 2023.

The tax expense related to the compensation benefit for fiscal 2025 and 2024 was $ 0.1 million and $ 0.4 million, respectively.

The total intrinsic value of performance shares vested (including shares paid in lieu of dividends) during fiscal 2026, 2025, and 2024 was $ 10.3 million, $ 17.1 million, and $ 22.6 million, respectively.

Based on estimates at May 31, 2026, we had $ 4.5 million of total unrecognized compensation expense related to performance shares that will be recognized over a weighted average period of 1.9 years.

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No stock options have been granted since fiscal 2017.

Cash received from stock option exercises for fiscal 2024 and 2023 was $ 3.2 million and $ 10.7 million, respectively.

The actual tax benefit realized for the tax deductions from option exercises totaled $ 0.3 million and $ 0.7 million for fiscal 2024 and 2023, respectively.

Cash received from stock option exercises for fiscal 2025 and the related tax benefit realized were immaterial.

Cash received from stock option exercises for fiscal 2024 was $ 3.2 million.

The actual tax benefit realized for the tax deductions from option exercises totaled $ 0.3 million for fiscal 2024.

Cash received from stock option exercises for fiscal 2026 and 2025 and the related tax benefit realized were immaterial.

PRE-TAX INCOME AND INCOME TAXES

Pre-tax income (including equity method investment earnings) consisted of the following:

Pre-tax income (loss) (including equity method investment earnings) consisted of the following:

United States

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Income taxes computed by applying the U.S.

Federal statutory rates to income before income taxes are reconciled to the provision for income taxes set forth in the Consolidated Statements of Earnings as follows:

Computed U.S.

Federal income taxes

State income taxes, net of U.S.

Federal tax impact

Goodwill and intangible impairments

Federal audit settlements

Change of valuation allowance due to certain tax elections

Incentive compensation

Tax on unremitted foreign earnings

Income taxes paid, net of refunds, were $ 227.8 million, $ 343.3 million, and $ 407.1 million in fiscal 2025, 2024, and 2023, respectively.

Federal statutory rates to income (loss) before income taxes are reconciled to the provision for income taxes set forth in the Consolidated Statements of Operations as follows:

federal statutory income tax rate

Domestic federal

Foreign tax credit

Nontaxable and nondeductible items

Goodwill impairments

Cross-border tax laws

Changes in valuation allowances

Domestic state and local income taxes, net of federal effect

Foreign tax effects

Withholding tax

Statutory income tax rate differential

Tax election on joint venture income tax return

Other foreign jurisdictions

Worldwide changes in unrecognized tax benefits

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

In fiscal 2026, state and local income taxes in California, Florida, Pennsylvania, South Carolina, and Texas comprised the majority of the domestic state and local income taxes, net of federal effect category.

In fiscal 2025, state and local income taxes in Florida, Louisianna, Pennsylvania, Tennessee, and Texas comprised the majority of the domestic state and local income taxes, net of federal effect category.

In fiscal 2024, state and local income taxes in California, Florida, Minnesota, Pennsylvania, and Texas comprised the majority of the domestic state and local income taxes, net of federal effect category.

Income taxes paid, net of refunds, were:

US state and local

* The amount of income taxes paid in this jurisdiction during the year were less than 5% of the total income taxes paid during the year.

The tax effect of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following:

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As of May 25, 2025, our gross liability for unrecognized tax benefits was $ 11.0 million, excluding a related liability of $ 3.6 million for gross interest and penalties.

Interest and penalties recognized in the Consolidated Statements of Earnings was a benefit of $ 0.5 million, $ 1.4 million, and $ 1.2 million in fiscal 2025, 2024, and 2023, respectively.

Interest and penalties recognized in the Consolidated Statements of Operations was expense of $ 1.6 million, a benefit of $ 0.5 million, and a benefit of $ 1.4 million in fiscal 2026, 2025, and 2024, respectively.

The net amount of unrecognized tax benefits at May 31, 2026 and May 25, 2025 that, if recognized, would favorably impact our effective tax rate was $ 18.4 million and $ 9.3 million, respectively.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

We accrue interest and penalties associated with uncertain tax positions as part of income tax expense.

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Other major jurisdictions where we conduct business generally have statutes of limitations ranging from three to five years.

We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by up to $ 3.8 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

The change in the unrecognized tax benefits for the fiscal years ended May 31, 2026 and May 25, 2025 was as follows:

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We have recognized a valuation allowance for the portion of the net operating loss carryforwards, capital loss carryforwards, tax credit carryforwards, and other deferred tax assets we believe are not more likely than not to be realized.

The net change in the valuation allowance for fiscal 2026 was an increase of $ 4.1 million, principally related to certain tax assets being utilized in relation to the disposition of held for sale assets offset by impacts from tax law changes.

The net change in the valuation allowance for fiscal 2025 was a decrease of $ 247.8 million, principally related to a federal audit settlement and future generation of income from the disposition of held for sale assets allowing certain tax attributes to be utilized.

The net change in the valuation allowance for fiscal 2024 was an increase of $ 0.4 million.

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

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The Act 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 are in the process of evaluating the impact of the Act to our Consolidated Financial Statements.

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

These changes included provisions allowing accelerated tax deductions for qualified property and research expenditures as well as allocation assumptions impacting certain tax attributes.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

We have operating and finance leases of certain warehouses, plants, land, office space, production and distribution equipment, automobiles, and office equipment.

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As most of our leases do not provide an implicit interest rate, we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate.

The incremental borrowing rate represents the

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.

The incremental borrowing rate represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.

We have elected not to separate lease and non-lease components of an agreement for all underlying asset classes prospectively from the ASU 2016-02, Leases, Topic 842 adoption date.

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Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

During fiscal 2024, we took control of a third-party distribution facility that was assessed to be a finance lease.

At lease commencement, the term of the lease was 20 years with a discount rate of 5.42 %.

As a result, we recorded a $ 165.3 million finance lease right-of-use asset reflected in property, plant and equipment along with a corresponding finance lease obligation reflected in long-term debt (including current installments) within our Consolidated Balance Sheets.

Leases reported in our Consolidated Balance Sheets were as follows, excluding balances related to assets and liabilities classified as held for sale:

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Total lease cost

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

The weighted-average remaining lease terms and weighted-average discount rate for our leases as of May 31, 2026 and May 25, 2025 were as follows:

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Weighted-average discount rate

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

Cash flows arising from lease transactions were as follows:

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

Pursuant to these settlements, the Company paid $ 25 million in fiscal 2025 and has agreed to pay an additional $ 185 million in fiscal 2026 and the first quarter of fiscal 2027.

The Company has secured insurance recovery from certain applicable insurers, recognizing related insurance receivables of $ 81.8 million ($ 78.4 million within receivables and $ 3.4 million within other assets) as of May 25, 2025 and $ 14.7 million ($ 7.1 million within receivables and $ 7.6 million within other assets) as of May 26, 2024, and continues to pursue additional insurance proceeds.

Pursuant to these settlements, the Company paid $ 141.1 million in fiscal 2026 and $ 25 million in fiscal 2025 and has agreed to pay an additional $ 44.3 million in the first quarter of fiscal 2027.

In connection with these settlements, the Company has secured insurance recovery from certain applicable insurers, recognizing related insurance receivables of $ 1.6 million within Receivables as of May 31, 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 Consolidated Financial Statements for all probable and reasonably estimable losses for the litigation related to the cooking spray products based on information available to us at the time of our evaluation.

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

Pursuant to the settlement, ConAgra Grocery Products, LLC, a wholly owned subsidiary of the Company, has paid annual installments toward the total settlement from fiscal 2020 through fiscal 2026, including $ 12.0 million paid in each of fiscal 2025 and 2024, and a final $ 16.7 million payable in fiscal 2026.

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

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

Our accrual for all litigation matters, including those matters described above, that are probable and estimable, was $ 204.5 million ($ 160.2 million within other accrued liabilities and $ 44.3 million within other noncurrent liabilities) as of May 25, 2025 and $ 76.3 million ($ 30.4 million within other accrued liabilities and $ 45.9 million within other noncurrent liabilities) as of May 26, 2024.

In 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 claimed personal injury due to alleged exposure to diacetyl from Pam ® butter flavored cooking spray.

An initial judgment on the verdict for $ 22.9 million was entered in the fourth quarter of fiscal 2026, including certain offsets.

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

The Company intends to appeal any final judgment.

The Company believes adequate provision has been made in its Consolidated Financial

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

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.

The company paid $ 12.0 million toward that settlement in fiscal 2025 and made the final $ 16.7 million settlement payment in the second quarter of fiscal 2026.

We are party to various other lawsuits including personal injury, product liability claims (including pending litigation alleging that certain of our products should be considered “ultra-processed” and consumption of such “ultra-processed” products allegedly causes negative health impacts), putative class action lawsuits challenging various product claims made in the Company’s product labeling, and matters challenging the Company’s wage and hour practices.

Our accrual for all litigation matters, including those matters described above, that are probable and estimable, was $ 47.7 million within Other accrued liabilities as of May 31, 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

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In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

Commodity futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, packaging materials, dairy, grains, diesel fuel and electricity.

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We may enter into longer-term economic hedges on particular commodities, if deemed appropriate.

As of May 25, 2025, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through April 2026.

As of May 31, 2026, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through June 2027.

In order to reduce exposures related to changes in foreign currency exchange rates, we enter into forward exchange, option, or swap contracts from time to time for transactions denominated in a currency other than the applicable functional currency.

This includes hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign-denominated assets and liabilities.

As of May 25, 2025, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through April 2026.

As of May 31, 2026, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through February 2027.

From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes in interest rates.

This includes hedging against increasing interest rates prior to the issuance of long-term debt and hedging the fair value of our senior long-term debt.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

Derivatives Designated as Cash Flow Hedges

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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:

Net derivative gains (losses) incurred

Net derivative gains incurred

Net derivative gains (losses) allocated to reporting segments

Net derivative gains (losses) recognized in general corporate expenses

Net derivative gains recognized in general corporate expenses

Net derivative gains (losses) allocated to Grocery & Snacks

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Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating results net gains of $ 6.5 million in fiscal 2027 and net gains of $ 0.2 million in fiscal 2028 and thereafter.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk

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GAAP, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where master netting agreements provide for legal right of setoff.

At May 25, 2025 and May 26, 2024, amounts representing a right to reclaim cash collateral and an obligation to return cash collateral of $ 0.2 million and $ 1.2 million, respectively, were included in prepaid expenses and other current assets in our Consolidated Balance Sheets.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

At May 31, 2026 and May 25, 2025, amounts representing a right to reclaim cash collateral of $ 2.5 million and $ 0.2 million, respectively, were included in prepaid expenses and other current assets in our Consolidated Balance Sheets.

Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or obligation to return cash collateral were reflected in our Consolidated Balance Sheets as follows:

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Total derivatives not designated as hedging instruments

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

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

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

For the Fiscal Year Ended May 31, 2026

Derivatives Not Designated as Hedging Instruments

Location in Consolidated Statement of Earnings of Gains Recognized on Derivatives

Amount of Gains Recognized on Derivatives in Consolidated Statement of Earnings

Location in Consolidated Statement of Operations of Gains (Losses) Recognized on Derivatives

Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Operations

Commodity contracts

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Derivatives Not Designated as Hedging Instruments

Location in Consolidated Statement of Earnings of Gains (Losses) Recognized on Derivatives

Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Earnings

Location in Consolidated Statement of Operations of Gains Recognized on Derivatives

Amount of Gains Recognized on Derivatives in Consolidated Statement of Operations

Commodity contracts

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Cost of goods sold

Total losses from derivative instruments not designated as hedging instruments

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

Total gains from derivative instruments not designated as hedging instruments

For the Fiscal Year Ended May 26, 2024

Derivatives Not Designated as Hedging Instruments

Location in Consolidated Statement of Earnings of Gains (Losses) Recognized on Derivatives

Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Earnings

Location in Consolidated Statement of Operations of Gains (Losses) Recognized on Derivatives

Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Operations

Commodity contracts

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As of May 31, 2026, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 77.6 million for purchase contracts.

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

As of May 25, 2025, our open commodity contracts had a notional value of $ 140.2 million for purchase contracts.

The notional amount of our foreign currency forward and cross currency swap contracts as of May 31, 2026 and May 25, 2025 was $ 95.2 million and $ 93.5 million, respectively.

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New hire salaried employees will generally be eligible to participate in our defined contribution plan.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

During fiscal 2026, 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, resulting in an immaterial actuarial loss in other comprehensive income.

As a result of this transaction, we recognized a noncash pre-tax settlement loss of $ 2.7 million in pension and postretirement non-service income in the fourth quarter of fiscal 2026.

During fiscal 2025, we transferred $ 760.6 million of our U.S.

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We recognize the funded status of our pension and postretirement plans in the Consolidated Balance Sheets.

For our pension plans, we also recognize as a component of accumulated other comprehensive income (loss), the net of tax results of the actuarial gains or losses within the corridor and prior service costs or credits that arise during the period but are not recognized in net periodic benefit cost.

For our postretirement plans, we also recognize as a component of accumulated other comprehensive income (loss), the net of tax results of the gains or losses and prior service costs or credits that arise during the period but are not recognized in net periodic benefit

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

These amounts will be adjusted out of accumulated other comprehensive income (loss) as they are subsequently recognized as components of net periodic benefit cost.

For our pension plans, we also recognize as a component of accumulated other comprehensive income, the net of tax results of the actuarial gains or losses within the corridor and prior service costs or credits that arise during the period but are not recognized in net periodic benefit cost.

For our postretirement plans, we also recognize as a component of accumulated other comprehensive income, the net of tax results of the gains or losses and prior service costs or credits that arise during the period but are not recognized in net periodic benefit cost.

These amounts will be adjusted out of accumulated other comprehensive income as they are subsequently recognized as components of net periodic benefit cost.

For our pension plans, we have elected to immediately recognize actuarial gains and losses in our operating results in the year in which they occur, to the extent they exceed the corridor, eliminating amortization.

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Fair value of plan assets at end of year

The $ 148.6 million actuarial gain reducing our projected benefit obligation at the end of fiscal 2025 is principally related to the gain from the annuity settlement and an increase in the discount rate from 5.58 % to 5.91 %.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

The $ 66.5 million actuarial loss increasing our projected benefit obligation at the end of fiscal 2026 is principally related to the decrease in the discount rate from 5.91 % to 5.65 %.

The funded status and amounts recognized in our Consolidated Balance Sheets at May 31, 2026 and May 25, 2025 were as follows:

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Net Amount Recognized

Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax)

Actuarial net loss (gain)

Amounts Recognized in Accumulated Other Comprehensive Income (Pre-tax)

Actuarial net gain

Net prior service cost (benefit)

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The accumulated benefit obligation for all defined benefit pension plans was $ 1.68 billion and $ 1.69 billion at May 31, 2026 and May 25, 2025, respectively.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

The projected benefit obligation and accumulated benefit obligation for pension plans with accumulated benefit obligations in excess of plan assets at May 31, 2026 and May 25, 2025 were as follows:

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Amortization of prior service cost (benefit)

Recognized net actuarial loss (gain)

Recognized net actuarial gain

Settlement loss (gain)

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Total pension and postretirement cost (benefit)

In fiscal 2025, 2024, and 2023, the Company recorded gains of $ 3.5 million and $ 12.5 million, and charges of $ 0.1 million, respectively, reflecting the year-end write-off of actuarial gains and losses in excess of 10 % of our pension liability.

In fiscal 2026, 2025, and 2024, the Company recorded gains of $ 25.2 million, $ 3.5 million, and $ 12.5 million, respectively, reflecting the year-end write-off of actuarial gains and losses in excess of 10 % of our pension liability.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:

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For plans with no active participants, average life expectancy is used instead of average expected useful service.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 19, as of May 31, 2026, was as follows:

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Mortgage-backed bonds

Net receivables for unsettled transactions

Net payables for unsettled transactions

Fair value measurement of pension plan assets in the fair value hierarchy

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Total pension plan assets

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 19, as of May 25, 2025, was as follows:

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Such investments are generally considered long-term in nature with varying redemption availability.

For certain of these investments, with a fair value of approximately $ 21.3 million as of May 25, 2025, the asset

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

managers have the ability to impose customary redemption gates which may further restrict or limit the redemption of invested funds therein.

For certain of these investments, with a fair value of approximately $ 21.9 million as of May 31, 2026, the asset managers have the ability to impose customary redemption gates which may further restrict or limit the redemption of invested funds therein.

As of May 31, 2026, no such gates were imposed.

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Private equity

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

The Company’s pension asset strategy is designed to align our pension plan assets with our projected benefit obligation to reduce volatility by targeting an investment strategy of approximately 90 % in fixed-income securities and approximately 10 % in return seeking assets, primarily equity securities, real estate, and private assets.

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Succeeding 5 years

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

Multiemployer Pension Plans

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The zone status is based on information provided to the Company by each plan.

A plan in the “red” zone has been determined to be in “critical status”, based on criteria established under the Internal Revenue Code (“Code”), and is generally less than 65 % funded.

A plan in the “red” zone has been determined to be in “critical status”, based on criteria established under the

Notes to Consolidated Financial Statements

Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024

(columnar dollars in millions except per share amounts)

Internal Revenue Code (“Code”), and is generally less than 65 % funded.

A plan in the “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than 80 % funded.

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● The last column lists the expiration dates of the collective bargaining agreements pursuant to which the Company contributes to the plans.

Notes to Consolidated Financial Statements

Fiscal Years Ended May 25, 2025, May 26, 2024, and May 28, 2023

(columnar dollars in millions except per share amounts)

For plans that are not individually significant to Conagra Brands the total amount of contributions is presented in the aggregate.

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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.

Notes to Consolidated Financial Statements

1 unchanged sentence

(columnar dollars in millions except per share amounts)

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.

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 31, 2026:

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The impairments were measured based upon the estimated sale prices of the disposal groups (see Note 7).

During fiscal 2023, we recognized impairment charges totaling $ 0.5 million in our Grocery & Snacks segment, $ 5.7 million in our Refrigerated & Frozen segment, and $ 20.5 million in our Foodservice segment.

The impairments were measured based upon the estimated sales price of a disposal group that no longer met the held for sale criteria as of fiscal 2023.

Impairment of Goodwill and Intangible Assets

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Impairments in our Refrigerated & Frozen segment totaled $ 330.5 million, $ 60.2 million, and $ 352.6 million for fiscal 2026, 2025, and 2024, respectively.

Impairments in our International segment totaled $ 13.7 million for fiscal 2023.

Notes to Consolidated Financial Statements

1 unchanged sentence

(columnar dollars in millions except per share amounts)

During fiscal 2024 and 2023, goodwill impairment charges totaling $ 526.5 million and $ 141.7 million, respectively, 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 specific to the Sides, Components, Enhancers reporting unit (see Note 9).

During fiscal 2026 and 2024, goodwill impairment charges totaling $ 2.38 billion and $ 526.5 million, respectively, 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 9).

Other Asset Impairments

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Corporate unallocated expense;

pension and postretirement non-service income (expense);

pension and postretirement non-service income;

interest expense, net;

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General corporate expenses 3

Goodwill impairment charges

Other intangible asset impairment charges

Loss on divestitures

Gain on divestitures

Other charges, net 4

Operating profit

Operating loss

Pension and postretirement non-service income

1 unchanged sentence

Equity method investment earnings

Income before income taxes

Loss before income taxes

International

3 unchanged sentences

General corporate expenses 3

Goodwill impairment charges

Other intangible asset impairment charges

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4 Other charges include the following:

net charges related to our restructuring plans, net gains and losses associated with fire-related costs and insurance proceeds, costs associated with a third-party vendor cybersecurity incident, and costs associated with a municipal water break.

net charges related to our restructuring plans and net gains and losses associated with fire-related costs and insurance proceeds.

The following table presents further disaggregation of our net sales:

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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.

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

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.

The following table presents depreciation and amortization by segment:

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With respect to operations outside of the United States, no single foreign country or geographic region was significant with respect to consolidated operations for fiscal 2026, 2025, and 2024.

Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $ 987.9 million, $ 1.11 billion, and $ 1.04 billion in fiscal 2025, 2024, and 2023, respectively.

Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $ 945.4 million, $ 987.9 million, and $ 1.11 billion in fiscal 2026, 2025, and 2024, respectively.

Our long-lived assets located outside of the United States are not significant.

Our largest customer, Walmart, Inc.

and its affiliates, accounted for approximately 29 % of consolidated net sales for fiscal 2025 and 28 % for fiscal 2024 and fiscal 2023, significantly impacting the Grocery & Snacks and Refrigerated & Frozen segments.

and its affiliates, accounted for approximately 29 % of consolidated net sales for fiscal 2026 and 2025 and 28 % for fiscal 2024, significantly impacting the Grocery & Snacks and Refrigerated & Frozen segments.

Walmart, Inc.

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We have audited the accompanying consolidated balance sheets of Conagra Brands, Inc.

and subsidiaries (the Company) as of May 25, 2025 and May 26, 2024, the related consolidated statements of earnings, comprehensive income, common stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 25, 2025, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of May 31, 2026 and May 25, 2025, the related consolidated statements of operations, comprehensive income (loss), common stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 31, 2026, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of May 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset

As discussed in Notes 1 and 9 to the consolidated financial statements, indefinite-lived intangible assets (consisting primarily of brand names and trademarks), excluding amounts classified as held for sale, were $1.80 billion as of May 25, 2025.

For the fiscal year ended May 25, 2025, the Company recorded impairment charges totaling $72.1 million on indefinite-lived intangible assets.

In assessing indefinite-lived intangible assets for impairment, the Company performs either a qualitative or quantitative assessment at least annually or whenever circumstances indicate a potential impairment exists.

On the annual impairment assessment date, the Company estimates the fair value of its indefinite-lived intangible assets by using a discounted cash flow method that incorporates an estimated royalty rate that would be charged to a third party for the use of the brand.

Impairment charges are recorded for indefinite-lived intangible assets with carrying values in excess of their respective estimated fair values.

We identified the evaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset for which a quantitative impairment assessment was performed as a critical audit matter.

Subjective and challenging auditor judgment was required to evaluate certain assumptions used in determining the fair value of this asset.

These assumptions included the terminal growth rate, forecasted margin, royalty rate, and discount rate.

Changes to these assumptions could have had a significant effect on the Company’s assessment of the carrying value of the Birds Eye indefinite-lived intangible asset.

Evaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset and goodwill assigned to the Refrigerated & Frozen reporting unit

As discussed in Notes 1 and 9 to the consolidated financial statements, indefinite-lived intangible assets (consisting primarily of brand names and trademarks) and goodwill were $1.25 billion and $8.12 billion, respectively, as of May 31, 2026.

For the fiscal year ended May 31, 2026, the Company recorded impairment charges totaling $547.2 million and $2.38 billion on indefinite-lived intangible assets and goodwill, respectively.

In assessing indefinite-lived intangible assets and goodwill for impairment, the Company performs either a qualitative or quantitative assessment at least annually or whenever circumstances indicate a potential impairment exists.

The Company estimated the fair value of its Birds Eye indefinite-lived intangible asset by using a discounted cash flow method that incorporates an estimated royalty rate that would be charged to a third party for the use of the brand.

The Company estimated the fair value of its Refrigerated & Frozen reporting unit by using a combination of a discounted cash flow method and guideline public company method.

Impairment charges are recorded for indefinite-lived intangible assets and goodwill with carrying values in excess of their respective estimated fair values.

We identified the evaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset and the goodwill assigned to the Refrigerated & Frozen reporting unit as a critical audit matter.

Subjective and challenging auditor judgment was required to evaluate certain assumptions used in determining the fair value of these assets.

These assumptions included the terminal growth rates, forecasted margins, royalty rate, discount rates, and the earnings before interest, taxes, depreciation, and amortization (EBITDA) market multiple.

Changes to these assumptions could have had a significant effect on the Company’s assessment of the carrying value of the Birds Eye indefinite-lived intangible asset and the goodwill assigned to the Refrigerated & Frozen reporting unit.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the quantitative impairment assessment, including controls over the development of the assumptions described above.

We evaluated the design and tested the operating effectiveness of certain internal controls over the impairment assessments, including controls over the development of the assumptions described above.

To assess the Company’s ability to forecast, we compared historical forecasts to actual results.

We evaluated the terminal growth rate and forecasted margin, which were also used to support the royalty rate used in the Birds Eye indefinite-lived asset impairment testing, by considering current and past performance, as well as external market and industry outlook data.

We evaluated the terminal growth rates and forecasted margins, which were also used to support the royalty rate used in the Birds Eye indefinite-lived asset impairment testing, by considering current and past performance, as well as external market and industry outlook data.

We also involved valuation professionals with specialized skills and knowledge, who assisted in:

● evaluating the terminal growth rate by comparing it to publicly available market data ;

● evaluating the terminal growth rates by comparing them to publicly available market data

● evaluating the royalty rate by determining that the selected royalty rate is supported by the brand name’s margin and comparable third-party license agreements

● evaluating the discount rate by comparing it to a discount rate range that was independently developed using publicly available data for comparable entities;

● testing the estimated fair value of the Birds Eye indefinite-lived intangible asset using the Company’s assumptions and comparing the results to the Company’s fair value estimate.

● evaluating the discount rates by comparing each discount rate to a discount rate range that was independently developed using publicly available market data for comparable entities

Notes to Consolidated Financial Statements

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(columnar dollars in millions except per share amounts)

● evaluating the EBITDA market multiple by comparing it to an EBITDA market multiple range developed using publicly available market data for comparable entities and

● testing the estimated fair values of the Birds Eye indefinite-lived intangible asset and the Refrigerated & Frozen reporting unit using the Company’s assumptions and comparing the results to the Company’s fair value estimate.

We have served as the Company’s auditor since 2005.

Omaha, Nebraska

Chicago, Illinois

July 15, 2026

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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-K

Item 8. Financial Statements and Supplementary Data