CONAGRA BRANDS INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS Conagra Brands, Inc. and Subsidiaries Condensed Consolidated Statements of Earnings (in millions except per share amounts) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ ​ ​ ​ August 30, 2026 ​ ​ ​ ​ August 24, 2025 Net sales ​ $ 2,595.9 ​ $ 2,632.6 Cost of goods sold ​ ​ 1,977.2 ​ ​ 1,992.0 Gross profit ​ $ 618.7 ​ $ 640.6 Selling, general and administrative expenses ​ ​ 350.3 ​ ​ 335.6 Gain on divestitures ​ ​ — ​ ​ ( 42.4 ) Operating profit ​ $ 268.4 ​ $ 347.4 Pension and postretirement non-service income ​ ​ 5.9 ​ ​ 6.1 Interest expense, net ​ ​ 91.8 ​ ​ 93.8 Equity method investment earnings ​ ​ 50.4 ​ ​ 29.4 Income before income taxes ​ ​ 232.9 ​ ​ 289.1 Income tax expense ​ ​ 58.6 ​ ​ 124.6 Net income ​ $ 174.3 ​ $ 164.5 ​ ​ ​ ​ ​ ​ ​ Earnings per share — basic ​ ​ ​ ​ ​ ​ Net income ​ $ 0.36 ​ $ 0.34 Earnings per share — diluted ​ ​ ​ ​ ​ ​ Net income ​ $ 0.36 ​ $ 0.34 ​ See Notes to the Unaudited Condensed Consolidated Financial Statements. ​ 1 Table of Contents Conagra Brands, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (in millions) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ August 30, 2026 ​ August 24, 2025 ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ Pre-Tax ​ (Expense) ​ After- Tax ​ Pre-Tax ​ (Expense) ​ After- Tax ​ ​ ​ ​ Amount ​ ​ ​ Benefit ​ ​ ​ Amount ​ ​ ​ Amount ​ ​ ​ Benefit ​ ​ ​ Amount Net income ​ $ 232.9 ​ $ ( 58.6 ) ​ $ 174.3 ​ $ 289.1 ​ $ ( 124.6 ) ​ $ 164.5 Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized derivative adjustments ​ ​ 1.5 ​ ​ ( 0.4 ) ​ ​ 1.1 ​ ​ 1.0 ​ ​ ( 0.3 ) ​ ​ 0.7 Reclassification for derivative adjustments included in net income ​ ​ ( 1.0 ) ​ ​ 0.3 ​ ​ ( 0.7 ) ​ ​ ( 1.4 ) ​ ​ 0.3 ​ ​ ( 1.1 ) Unrealized currency translation gains (losses) ​ ​ ( 0.4 ) ​ ​ — ​ ​ ( 0.4 ) ​ ​ 1.1 ​ ​ — ​ ​ 1.1 Pension and postretirement benefit obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized pension and postretirement benefit obligations ​ ​ ( 0.3 ) ​ ​ 0.1 ​ ​ ( 0.2 ) ​ ​ 0.4 ​ ​ — ​ ​ 0.4 Reclassification for pension and postretirement benefit obligations included in net income ​ ​ ( 0.8 ) ​ ​ 0.2 ​ ​ ( 0.6 ) ​ ​ ( 0.9 ) ​ ​ 0.2 ​ ​ ( 0.7 ) Comprehensive income ​ $ 231.9 ​ $ ( 58.4 ) ​ $ 173.5 ​ $ 289.3 ​ $ ( 124.4 ) ​ $ 164.9 ​ ​ See Notes to the Unaudited Condensed Consolidated Financial Statements. ​ 2 Table of Contents Conagra Brands, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in millions except share data) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, 2026 ​ ​ ​ May 31, 2026 ASSETS ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 371.6 ​ $ 218.0 Receivables, less allowance for doubtful accounts of $ 4.0 and $ 3.9 ​ ​ 677.0 ​ ​ 658.2 Inventories ​ ​ 2,154.0 ​ ​ 1,905.4 Prepaid expenses and other current assets ​ ​ 143.9 ​ ​ 100.5 Current assets held for sale ​ ​ 13.3 ​ ​ — Total current assets ​ 3,359.8 ​ 2,882.1 Property, plant and equipment ​ ​ 6,830.9 ​ ​ 6,843.3 Less accumulated depreciation ​ ​ ( 4,007.1 ) ​ ​ ( 3,980.4 ) Property, plant and equipment, net ​ ​ 2,823.8 ​ ​ 2,862.9 Goodwill ​ ​ 8,118.9 ​ ​ 8,119.3 Brands, trademarks and other intangibles, net ​ ​ 1,819.8 ​ ​ 1,830.7 Other assets ​ ​ 1,579.2 ​ ​ 1,566.4 Noncurrent assets held for sale ​ ​ — ​ ​ 13.0 ​ ​ $ 17,701.5 ​ $ 17,274.4 LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Notes payable ​ $ 32.5 ​ $ 34.2 Current installments of long-term debt ​ ​ 787.5 ​ ​ 778.2 Accounts and other payables ​ ​ 1,562.6 ​ ​ 1,513.3 Accrued payroll ​ ​ 98.8 ​ ​ 201.7 Other accrued liabilities ​ ​ 584.0 ​ ​ 660.6 Total current liabilities ​ ​ 3,065.4 ​ ​ 3,188.0 Senior long-term debt, excluding current installments ​ ​ 6,940.1 ​ ​ 6,456.0 Deferred income taxes ​ ​ 712.0 ​ ​ 693.4 Other noncurrent liabilities ​ ​ 579.1 ​ ​ 579.4 Total liabilities ​ ​ 11,296.6 ​ ​ 10,916.8 Common stockholders' equity ​ ​ ​ ​ ​ ​ Common stock of $ 5 par value, authorized 1,200,000,000 shares; issued 584,219,229 ​ ​ 2,921.2 ​ ​ 2,921.2 Additional paid-in capital ​ ​ 2,262.1 ​ ​ 2,316.1 Retained earnings ​ ​ 4,261.1 ​ ​ 4,171.7 Accumulated other comprehensive income ​ ​ 6.6 ​ ​ 7.4 Less treasury stock, at cost, 106,807,712 and 105,666,163 common shares ​ ​ ( 3,046.1 ) ​ ​ ( 3,058.8 ) Total stockholders' equity ​ ​ 6,404.9 ​ ​ 6,357.6 ​ ​ $ 17,701.5 ​ $ 17,274.4 ​ See Notes to the Unaudited Condensed Consolidated Financial Statements. ​ 3 Table of Contents Conagra Brands, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (in millions) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ ​ ​ August 30, 2026 ​ ​ ​ August 24, 2025 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income ​ $ 174.3 ​ $ 164.5 Adjustments to reconcile net income to net cash flows from operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 97.9 ​ ​ 95.3 Asset impairment charges ​ ​ 0.6 ​ ​ 1.2 Gain on divestitures ​ ​ — ​ ​ ( 42.4 ) Equity method investment earnings in excess of distributions ​ ​ ( 32.2 ) ​ ​ ( 0.2 ) Stock-settled share-based payments expense ​ ​ 14.3 ​ ​ 19.6 Contributions to pension plans ​ ​ ( 1.8 ) ​ ​ ( 2.7 ) Pension benefit ​ ​ ( 3.7 ) ​ ​ ( 4.0 ) Other items ​ ​ 1.6 ​ ​ ( 3.6 ) Change in operating assets and liabilities excluding effects of business acquisitions and dispositions: ​ ​ ​ ​ ​ ​ Receivables ​ ​ ( 20.3 ) ​ ​ ( 51.3 ) Inventories ​ ​ ( 248.6 ) ​ ​ ( 207.4 ) Deferred income taxes and income taxes payable, net ​ ​ 10.3 ​ ​ 99.3 Prepaid expenses and other current assets ​ ​ ( 30.9 ) ​ ​ ( 41.8 ) Accounts and other payables ​ ​ 113.3 ​ ​ 20.3 Accrued payroll ​ ​ ( 102.9 ) ​ ​ ( 29.9 ) Other accrued liabilities ​ ​ 50.0 ​ ​ 91.7 Litigation receivables, net of recoveries ​ ​ 1.6 ​ ​ 65.1 Litigation accruals, net of payments ​ ​ ( 27.7 ) ​ ​ ( 53.1 ) Net cash flows from operating activities ​ ​ ( 4.2 ) ​ ​ 120.6 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Additions to property, plant and equipment ​ ​ ( 123.7 ) ​ ​ ( 146.8 ) Sale of property, plant and equipment ​ ​ 15.0 ​ ​ 6.2 Proceeds from divestitures, net of cash divested ​ ​ — ​ ​ 643.6 Other items ​ ​ ( 1.0 ) ​ ​ ( 1.0 ) Net cash flows from investing activities ​ ​ ( 109.7 ) ​ ​ 502.0 Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Issuance of short-term borrowings, maturities greater than 90 days ​ ​ 25.2 ​ ​ 31.9 Repayment of short-term borrowings, maturities greater than 90 days ​ ​ ( 26.9 ) ​ ​ ( 536.3 ) Net repayment of other short-term borrowings, maturities less than or equal to 90 days ​ ​ — ​ ​ ( 258.8 ) Issuance of long-term debt ​ ​ 500.0 ​ ​ 1,000.0 Repayment of long-term debt ​ ​ ( 4.4 ) ​ ​ ( 18.0 ) Debt issuance costs ​ ​ ( 3.9 ) ​ ​ ( 10.6 ) Repurchase of Conagra Brands, Inc. common shares ​ ​ ( 44.0 ) ​ ​ ( 15.0 ) Cash dividends paid ​ ​ ( 167.5 ) ​ ​ ( 167.1 ) Exercise of stock options and issuance of other stock awards, including tax withholdings ​ ​ ( 12.7 ) ​ ​ ( 18.8 ) Other items ​ ​ 1.5 ​ ​ ( 0.1 ) Net cash flows from financing activities ​ ​ 267.3 ​ ​ 7.2 Effect of exchange rate changes on cash and cash equivalents ​ ​ 0.2 ​ ​ 0.3 Net change in cash and cash equivalents ​ ​ 153.6 ​ ​ 630.1 Cash and cash equivalents at beginning of period ​ ​ 218.0 ​ ​ 68.0 Cash and cash equivalents at end of period ​ $ 371.6 ​ $ 698.1 ​ See Notes to the Unaudited Condensed Consolidated Financial Statements. ​ ​ 4 Table of Contents Conagra Brands, Inc. and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements (columnar dollars in millions except per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying Condensed Consolidated Financial Statements of Conagra Brands, Inc. (the “Company”, “Conagra Brands”, “we”, “us”, or “our”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. All adjustments are of a normal recurring nature. The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026. There were no significant changes to our accounting policies from those disclosed in Note 1, “Summary of Significant Accounting Policies” , to the Consolidated Financial Statements in that Form 10-K. Recently Issued Accounting Pronouncements and Disclosure Rules In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis. The disclosure requirements will be applied on a prospective basis, with the option to apply it retrospectively. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our related disclosures. ​ In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software , to modernize the outdated guidance for accounting for software costs by aligning the accounting with how software is developed today. The effective date for the standard is for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transition approach. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures. ​ In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) , to more closely align financial reporting with the economics of an entity’s risk management activities. The effective date for this standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied prospectively with an option to adopt the amendments for hedging relationships existing as of the date of adoption. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures. ​ In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) , to improve the financial accounting for and disclosure of environmental credits and environmental credit obligations. The effective date for this standard is for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. We are in the process of analyzing the impact of the ASU on our consolidated financial statements and related disclosures. 2. DIVESTITURES AND ASSETS HELD FOR SALE Chef Boyardee ® Business During the first quarter of fiscal 2026, we completed the sale of our Chef Boyardee ® business for net proceeds of $ 607.0 million, including working capital adjustments. The business results were previously reported in our Grocery & Snacks, International, and Foodservice segments. We recognized a gain on the sale of $ 42.8 million within Gain on divestitures in the first quarter of fiscal 2026. Frozen Fish Business ​ During the first quarter of fiscal 2026, we completed the sale of our frozen fish business, which includes our Van De Kamp’s ® and Mrs. Paul’s ® brands for net proceeds of $ 41.9 million, including working capital adjustments. The business results were previously reported primarily in our Refrigerated & Frozen segment. We recognized a loss on the sale of $ 0.4 million within Gain on divestitures in the first quarter of fiscal 2026. 5 Table of Contents Other Assets Held for Sale We actively market certain other assets from time to time. These assets have also been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for periods prior to the disposal of the individual asset groups. The related assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets were $ 13.3 million within Current assets held for sale and $ 13.0 million within Noncurrent assets held for sale as of August 30, 2026 and May 31, 2026, respectively. 3. RESTRUCTURING ACTIVITIES See our Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 for additional information on our 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 $ 85 million of restructuring charges within the Refrigerated & Frozen segment, of which approximately $ 21 million will be cash. These charges are expected to consist of approximately $ 64 million of accelerated depreciation and asset write-offs and $ 21 million of other costs within Selling, general and administrative (“SG&A”) expenses. We recognized charges of $ 3.1 million in the first quarter of fiscal 2027 and incurred cumulative charges of $ 16.5 million ($ 7.5 million of cash charges and $ 9.0 million of non-cash charges) through the end of the first quarter of fiscal 2027. We expect these initiatives to be completed by the end of fiscal 2028. In the first quarter of fiscal 2027, 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 continue to define and identify initiatives under Project Catalyst, some of which will result in restructuring charges. In the first quarter of fiscal 2027, we recognized cash charges of $ 2.3 million within SG&A expenses primarily consisting of professional and consulting fees and severance and related costs. We are currently unable to provide timing or specific estimates for any such restructuring charges or other costs that may be incurred as a result of Project Catalyst. In the first quarter of fiscal 2027, management also approved a multi-year optimization initiative to drive portfolio simplicity and evaluate strategic options for non-core businesses. Some of these actions will result in restructuring charges. In the first quarter of fiscal 2027, we recognized immaterial charges within Cost of goods sold related to this initiative. We are currently unable to provide timing or specific estimates for any such restructuring charges. Conagra Restructuring Plan As of May 31, 2026, we substantially completed restructuring activities related to a restructuring plan commenced in fiscal 2019 that was directed at improving SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”). While no new initiatives were added to the Conagra Restructuring Plan, we recognized charges of $ 2.6 million and $ 4.4 million in the first quarter of fiscal 2027 and 2026, respectively, related to initiatives previously approved. We have recognized cumulative charges of $ 356.1 million ($ 118.6 million in Cost of goods sold, $ 236.9 million in SG&A, and $ 0.6 million in Pension and postretirement non-service income) from the inception of the Conagra Restructuring Plan through August 30, 2026. Included in these results were $ 121.3 million of cash charges and $ 234.8 million of non-cash charges. Our total expenses for the Conagra Restructuring Plan are expected to be $ 358.0 million ($ 123.2 million of cash charges and $ 234.8 million of non-cash charges). 6 Table of Contents Liabilities recorded for the above restructuring activities and changes therein for the first quarter of fiscal 2027 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incurred and ​ ​ ​ ​ ​ ​ ​ ​ Balance as of ​ Charged to ​ Costs Paid or ​ Changes in ​ Balance as of ​ ​ May 31, 2026 ​ Expense ​ Otherwise Settled ​ Estimates ​ August 30, 2026 Severance and related costs ​ $ 14.1 ​ $ 2.3 ​ $ ( 2.7 ) ​ $ ( 0.3 ) ​ $ 13.4 Consulting/professional fees ​ ​ 1.8 ​ ​ 2.3 ​ ​ ( 3.1 ) ​ ​ — ​ ​ 1.0 Other costs ​ ​ 5.9 ​ ​ 2.2 ​ ​ ( 5.1 ) ​ ​ — ​ ​ 3.0 Total ​ $ 21.8 ​ $ 6.8 ​ $ ( 10.9 ) ​ $ ( 0.3 ) ​ $ 17.4 ​ ​ ​ 4. DEBT AND REVOLVING CREDIT FACILITY Senior Notes During the first quarter of fiscal 2027, we issued $ 500.0 million aggregate principal amount of 5.40 % senior unsecured notes due August 1, 2031. During the second quarter of fiscal 2026, we repaid the entire outstanding $ 1.00 billion aggregate principal amount of our 4.60 % senior unsecured notes on their maturity date of November 1, 2025. The repayment was funded by using the net proceeds from the issuance of $ 500.0 million aggregate principal amount of 5.00 % senior unsecured notes due August 1, 2030 and $ 500.0 million aggregate principal amount of 5.75 % senior unsecured notes due August 1, 2035 (the “Notes”), along with the issuance of commercial paper and operating cash flows. Term Loans During the first quarter of fiscal 2026, we prepaid the $ 200.0 million aggregate principal amount outstanding under the unsecured term loan entered into with a financial institution in fiscal 2025 utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 2) and proceeds from the issuance of the Notes discussed above. During the first quarter of fiscal 2026, we prepaid the $ 300.0 million aggregate principal amount outstanding under the unsecured term loan entered into with a financial institution in fiscal 2024 utilizing a portion of the proceeds received in connection with the sale of our Chef Boyardee ® business (see Note 2) and proceeds from the issuance of the Notes discussed above. Revolving Credit Facility During the first quarter of fiscal 2026, we terminated and replaced our prior revolving credit facility by entering into a Third Amended and Restated Revolving Credit Agreement (the “Amended Revolving Credit Agreement”) with a syndicate of financial institutions providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $ 2.0 billion (subject to increase to a maximum aggregate principal amount of $ 2.5 billion with the consent of the lenders). The Amended Revolving Credit Agreement matures on June 27, 2030 and is unsecured. The Company may request the term of the Amended Revolving Credit Agreement be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. As of August 30, 2026, there were no outstanding borrowings under the Amended Revolving Credit Agreement. Debt Covenants Our most restrictive debt agreement (the Amended Revolving Credit Agreement) generally requires our ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense to be not less than 3.0 to 1.0 and our ratio of funded net debt to EBITDA not to exceed 4.5 to 1.0, with each ratio to be calculated on a rolling four-quarter basis. As of August 30, 2026, we were in compliance with these financial covenants. Commercial Paper As of August 30, 2026 and May 31, 2026, we had no outstanding borrowings under our commercial paper program. 7 Table of Contents Interest Expense Net interest expense consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ ​ ​ August 30, 2026 ​ ​ ​ August 24, 2025 Long-term debt ​ $ 93.6 ​ $ 94.0 Short-term debt ​ ​ 1.6 ​ ​ 4.5 Interest income ​ ​ ( 1.3 ) ​ ​ ( 2.6 ) Interest capitalized ​ ​ ( 2.1 ) ​ ​ ( 2.1 ) ​ ​ $ 91.8 ​ $ 93.8 ​ ​ ​ 5. FINANCING ARRANGEMENTS Supplier Financing Arrangements In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. A number of factors may impact our future payment terms, including our relative creditworthiness, overall market liquidity, and changes in interest rates and other general economic conditions. Certain suppliers have access to third-party services that allow them to view our scheduled payments online and finance advances on our scheduled payments at the sole discretion of the supplier and the third-party. Our current payment terms with these suppliers, which we deem to be commercially reasonable, range up to 120 days . We have no direct financial relationship with the financial institutions utilized by the third parties, and we have pledged no assets in connection with our accounts payable programs. All amounts due to participating suppliers are paid to the third party on the original invoice due dates, regardless of whether a particular invoice was sold. Supplier participation in these agreements is voluntary. As of August 30, 2026 and May 31, 2026, $ 234.9 million and $ 248.4 million, respectively, of our total accounts and other payables were subject to these arrangements. The associated payments are included in net cash flows from operating activities within our Condensed Consolidated Statements of Cash Flows. We have also concluded that certain obligations to our suppliers, including amounts due and scheduled payment terms, are impacted by these third-party service programs and these arrangements are classified as notes payable within our Condensed Consolidated Balance Sheets. The proceeds and payments associated with short-term borrowings are reflected as financing activities within our Condensed Consolidated Statements of Cash Flows. As of August 30, 2026 and May 31, 2026, we had approximately $ 32.5 million and $ 34.2 million, respectively, of short-term borrowings related to these arrangements. ​ 6. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The change in the carrying amount of goodwill for the first quarter of fiscal 2027 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ ​ ​ Refrigerated & Frozen 1 ​ ​ ​ International ​ ​ ​ Foodservice ​ ​ ​ Total Balance as of May 31, 2026 ​ $ 4,663.1 ​ $ 2,534.2 ​ $ 201.9 ​ $ 720.1 ​ $ 8,119.3 Currency translation ​ ​ — ​ ​ — ​ ​ ( 0.4 ) ​ ​ — ​ ​ ( 0.4 ) Balance as of August 30, 2026 ​ $ 4,663.1 ​ $ 2,534.2 ​ $ 201.5 ​ $ 720.1 ​ $ 8,118.9 ​ 1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both August 30, 2026 and May 31, 2026 were net of accumulated impairment losses of $ 3.05 billion. See Note 9, “Goodwill and Other Identifiable Intangible Assets” , to the financial statements contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 for further information. ​ Other identifiable intangible assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, 2026 ​ May 31, 2026 ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ Carrying ​ Accumulated ​ Carrying ​ Accumulated ​ ​ ​ ​ Amount ​ ​ ​ Amortization ​ ​ ​ Amount ​ ​ ​ Amortization Non-amortizing intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brands and trademarks ​ $ 1,253.3 ​ $ — ​ $ 1,253.3 ​ $ — Amortizing intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships and intellectual property ​ ​ 1,215.5 ​ ​ 649.0 ​ ​ 1,215.7 ​ ​ 638.3 ​ ​ $ 2,468.8 ​ $ 649.0 ​ $ 2,469.0 ​ $ 638.3 ​ 8 Table of Contents Goodwill and Indefinite-Lived Intangible Assets ​ 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 . Definite-Lived Intangible Assets ​ Amortizing intangible assets carry a remaining weighted average life of approximately 15 years . Amortization expense was $ 10.8 million for the first quarter of both fiscal 2027 and 2026. Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of August 30, 2026, amortization expense is estimated to average $ 39.8 million for each of the next five years. 7. DERIVATIVE FINANCIAL INSTRUMENTS See our Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026, for additional information on our derivative activities. Derivatives Designated as Cash Flow Hedges During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle Foods, Inc. We settled these contracts during the second quarter of fiscal 2019 and deferred a $ 47.5 million gain in accumulated other comprehensive income that is being amortized as a reduction of interest expense over the lives of the related debt instruments. The unamortized amount at August 30, 2026 was $ 22.5 million. Economic Hedges of Forecasted Cash Flows Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results immediately. The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ ​ ​ August 30, 2026 ​ ​ ​ August 24, 2025 Net derivative gains (losses) incurred ​ $ 0.9 ​ $ ( 0.6 ) Less: Net derivative gains allocated to reporting segments ​ ​ 6.1 ​ ​ 1.6 Net derivative losses recognized in general corporate expenses ​ $ ( 5.2 ) ​ $ ( 2.2 ) Net derivative gains allocated to Grocery & Snacks ​ $ 3.6 ​ $ 1.4 Net derivative gains allocated to Refrigerated & Frozen ​ ​ 3.5 ​ ​ 0.8 Net derivative losses allocated to International ​ ​ ( 1.1 ) ​ ​ ( 0.7 ) Net derivative gains allocated to Foodservice ​ ​ 0.1 ​ ​ 0.1 Net derivative gains included in segment operating profit ​ $ 6.1 ​ $ 1.6 ​ The fair values of our derivative positions were not material as of August 30, 2026 and were Level 1 or Level 2 assets or liabilities in the fair value hierarchy (see Note 15 for further information). We have not significantly changed our valuation techniques from prior periods. 9 Table of Contents The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location in Condensed Consolidated Statements of Earnings of Gains (Losses) ​ Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended Derivatives Not Designated as Hedging Instruments ​ ​ ​ Recognized on Derivatives ​ ​ ​ August 30, 2026 ​ ​ ​ August 24, 2025 Commodity contracts ​ Cost of goods sold ​ $ 0.7 ​ $ 0.6 Foreign exchange contracts ​ Cost of goods sold ​ ​ 0.2 ​ ​ ( 1.2 ) Total gains (losses) from derivative instruments not designated as hedging instruments ​ ​ ​ $ 0.9 ​ $ ( 0.6 ) ​ As of August 30, 2026 and May 31, 2026 our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 145.9 million and $ 77.6 million, respectively, for purchase contracts. The notional amount of our foreign currency forward contracts as of August 30, 2026 and May 31, 2026 was $ 92.9 million and $ 95.2 million, respectively. ​ 8. SHARE-BASED PAYMENTS For the first quarter of fiscal 2027 and 2026, we recognized total stock-based compensation expense (including restricted stock units and performance shares) of $ 14.3 million and $ 19.6 million, respectively. In the first quarter of fiscal 2027, we granted 4.2 million restricted stock units at a weighted average grant date price of $ 14.70 per share unit and 1.2 million performance shares at a weighted average grant date price of $ 14.83 per share. Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals for the three -year performance periods ending in fiscal 2027 (the “2027 performance period”), fiscal 2028 (the “2028 performance period”), and fiscal 2029 (the “2029 performance period”) are based on our net sales and diluted earnings per share on a three-year cumulative basis, subject to certain adjustments, measured over the defined performance periods. For each of the 2027, 2028, and 2029 performance periods, the awards actually earned will range from zero to two hundred percent of the relevant target number of performance shares. Awards, if earned, will be paid in shares of our common stock. Dividend equivalents are paid on the portion of performance shares actually earned at our regular dividend rate in additional shares of common stock. Subject to limited exceptions set forth in our performance share agreements, any shares earned will be distributed after the end of the performance period, and generally only if the participant continues to be employed with the Company through the date of distribution. For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur. ​ 9. EARNINGS PER SHARE Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock. Diluted earnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for the dilutive effect of stock options, restricted stock unit awards, and other dilutive securities. The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ ​ ​ August 30, 2026 ​ ​ ​ August 24, 2025 Net income: ​ $ 174.3 ​ $ 164.5 Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ Basic weighted average shares outstanding ​ ​ 479.3 ​ ​ 478.7 Add: Dilutive effect of restricted stock unit awards and other dilutive securities ​ ​ 0.7 ​ ​ 0.9 Diluted weighted average shares outstanding ​ ​ 480.0 ​ ​ 479.6 ​ For the first quarter of fiscal 2027 and 2026, there were 0.6 million and 2.0 million, respectively, of stock options and restricted stock units outstanding that were excluded from the computation of diluted weighted average shares because the effect was antidilutive. ​ 10 Table of Contents 10. INVENTORIES The major classes of inventories were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, 2026 ​ ​ ​ May 31, 2026 Raw materials and packaging ​ $ 323.8 ​ $ 296.5 Work in process ​ ​ 278.0 ​ ​ 238.9 Finished goods ​ ​ 1,435.0 ​ ​ 1,256.3 Supplies and other ​ ​ 117.2 ​ ​ 113.7 Total ​ $ 2,154.0 ​ $ 1,905.4 ​ ​ ​ 11. INCOME TAXES In the first quarter of fiscal 2027 and 2026, we recognized income tax expense of $ 58.6 million and $ 124.6 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was 25.2 % and 43.1 % for the first quarter of fiscal 2027 and 2026, respectively. The effective tax rate in the first quarter of fiscal 2027 reflected $ 3.8 million of tax expense related to stock-based compensation due to the decline in our stock price. The effective tax rate in the first quarter of fiscal 2026 was negatively impacted by non-deductible goodwill related to the divestiture of the Chef Boyardee ® , Mrs. Paul’s ® , and Van de Kamp’s ® businesses. This resulted in $ 62.8 million of tax expense being recognized on a pre-tax gain of $ 42.4 million. Additionally, $ 5.5 million of tax expense was recognized related to stock-based compensation due to the decline in our stock price. ​ 12. CONTINGENCIES Litigation Matters We are party to a number of matters asserting product liability claims against the Company related to certain Pam ® and other cooking spray products. We have denied liability, however, we cannot predict with certainty the results of these actions. To date, the Company has settled all but a few of these matters. Pursuant to these settlements, the Company paid an aggregate of $ 141.1 million in fiscal 2026 and made an additional $ 44.3 million payment in the first quarter of fiscal 2027. The Company believes adequate provision has been made in its Condensed Consolidated Financial Statements for all probable and reasonably estimable losses for this litigation based on information available to us at the time of our evaluation. In the third quarter of fiscal 2026, in a lawsuit related to a consumer’s personal injury allegedly from exposure to diacetyl from Pam ® butter flavored cooking spray, a jury entered a verdict against the Company for $ 25 million, which was reduced, following post-trial motions, to a $ 22.9 million final judgement in the first quarter of fiscal 2027. The Company has filed an appeal. The Company believes adequate provision has been made in its Condensed Consolidated Financial Statements for all probable and reasonably estimable losses from this lawsuit based on information available to us at the time of our evaluation. Additionally, we have put the applicable insurance carriers on notice and are pursuing available insurance coverage. 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. While we cannot predict with certainty the results of the remaining claims or any other legal proceedings, based on information available at the time of this filing, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business. Our accrual for all litigation matters, including those matters described above, that are probable and estimable, was $ 20.0 million within Other accrued liabilities as of August 30, 2026 and $ 47.7 million within Other accrued liabilities as of May 31, 2026. Environmental Matters U.S. Securities and Exchange Commission (the “SEC”) regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company uses a threshold of $ 1.0 million for purposes of determining whether disclosure of any such proceedings is required. 11 Table of Contents We are a party to certain environmental proceedings relating to businesses divested by Beatrice prior to our acquisition in fiscal 1991, including litigation and administrative proceedings involving Beatrice’s possible status as a potentially responsible party at approximately 35 Superfund, proposed Superfund, or state-equivalent sites (the “Beatrice sites”). The Beatrice sites consist of locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, polychlorinated biphenyls, acids, lead, sulfur, tannery wastes, and/or other contaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The accrual for Beatrice-related environmental matters totaled $ 41.7 million ($ 3.0 million within Other accrued liabilities and $ 38.7 million within Other noncurrent liabilities) as of August 30, 2026 and $ 39.4 million ($ 3.0 million within Other accrued liabilities and $ 36.4 million within Other noncurrent liabilities) as of May 31, 2026, a majority of which relates to the Superfund and state-equivalent sites referenced above. General After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity; however, it is reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future that could have a material adverse effect on our financial condition, results of operations, or liquidity. Costs of legal services associated with the foregoing matters are recognized within SG&A expenses as services are provided. ​ 13. PENSION AND POSTRETIREMENT BENEFITS We have defined benefit retirement plans (“pension plans”) for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits to qualifying U.S. employees. Components of pension and postretirement plan costs (benefits) are: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ ​ Thirteen Weeks Ended ​ ​ ​ ​ August 30, 2026 ​ ​ ​ August 24, 2025 Service cost ​ $ 1.4 ​ $ 1.4 Interest cost ​ ​ 21.0 ​ ​ 22.0 Expected return on plan assets ​ ​ ( 26.5 ) ​ ​ ( 27.8 ) Amortization of prior service cost ​ ​ 0.4 ​ ​ 0.4 Pension cost (benefit) — Company plans ​ ​ ( 3.7 ) ​ ​ ( 4.0 ) Pension cost (benefit) — multi-employer plans ​ ​ 2.0 ​ ​ 2.3 Total pension cost (benefit) ​ $ ( 1.7 ) ​ $ ( 1.7 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Postretirement Plans ​ ​ Thirteen Weeks Ended ​ ​ ​ ​ August 30, 2026 ​ ​ ​ August 24, 2025 Interest cost ​ ​ 0.5 ​ ​ 0.6 Amortization of prior service cost (benefit) ​ ​ ( 0.5 ) ​ ​ ( 0.4 ) Recognized net actuarial gain ​ ​ ( 0.8 ) ​ ​ ( 0.9 ) Total postretirement cost (benefit) ​ $ ( 0.8 ) ​ $ ( 0.7 ) ​ The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost. The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension cost in fiscal 2027 were 5.93 % and 5.20 %, respectively. During the first quarter of fiscal 2027, we contributed $ 1.8 million to our pension plans and contributed $ 1.3 million and to our postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $ 8.5 million to our pension plans during the remainder of fiscal 2027. We anticipate making further contributions of approximately $ 4.8 million to our postretirement plans during the remainder of fiscal 2027. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change. ​ 12 Table of Contents 14. STOCKHOLDERS’ EQUITY The following table presents a reconciliation of our stockholders’ equity accounts for the thirteen weeks ended August 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conagra Brands, Inc. Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Common ​ Paid-in ​ Retained ​ Comprehensive ​ Treasury ​ Total ​ ​ ​ ​ Shares ​ ​ ​ Stock ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Income ​ ​ ​ Stock ​ ​ ​ Equity Balance at May 31, 2026 ​ 584.2 ​ $ 2,921.2 ​ $ 2,316.1 ​ $ 4,171.7 ​ $ 7.4 ​ $ ( 3,058.8 ) ​ $ 6,357.6 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ ( 54.0 ) ​ ​ ( 0.9 ) ​ ​ ​ ​ ​ 56.7 ​ ​ 1.8 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.4 ) ​ ​ ​ ​ ​ ( 0.4 ) Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 44.0 ) ​ ​ ( 44.0 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.4 ​ ​ ​ ​ ​ 0.4 Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.8 ) ​ ​ ​ ​ ​ ( 0.8 ) Dividends declared on common stock; $ 0.175 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 84.0 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 84.0 ) Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 174.3 ​ ​ ​ ​ ​ ​ ​ ​ 174.3 Balance at August 30, 2026 ​ 584.2 ​ $ 2,921.2 ​ $ 2,262.1 ​ $ 4,261.1 ​ $ 6.6 ​ $ ( 3,046.1 ) ​ $ 6,404.9 ​ The following table presents a reconciliation of our stockholders’ equity accounts for the thirteen weeks ended August 24, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conagra Brands, Inc. Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Common ​ Paid-in ​ Retained ​ Comprehensive ​ Treasury ​ Total ​ ​ ​ ​ Shares ​ ​ ​ Stock ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Income ​ ​ ​ Stock ​ ​ ​ Equity Balance at May 25, 2025 ​ 584.2 ​ $ 2,921.2 ​ $ 2,347.2 ​ $ 6,759.1 ​ $ 16.3 ​ $ ( 3,111.1 ) ​ $ 8,932.7 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ ( 60.2 ) ​ ​ ​ ​ ​ ​ ​ ​ 61.1 ​ ​ 0.9 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.1 ​ ​ ​ ​ ​ 1.1 Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 15.0 ) ​ ​ ( 15.0 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.4 ) ​ ​ ​ ​ ​ ( 0.4 ) Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.3 ) ​ ​ ​ ​ ​ ( 0.3 ) Dividends declared on common stock; $ 0.35 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 167.7 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 167.7 ) Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 164.5 ​ ​ ​ ​ ​ ​ ​ ​ 164.5 Balance at August 24, 2025 ​ 584.2 ​ $ 2,921.2 ​ $ 2,287.0 ​ $ 6,755.9 ​ $ 16.7 ​ $ ( 3,065.0 ) ​ $ 8,915.8 ​ The following table details the accumulated balances for each component of other comprehensive income, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ August 30, 2026 ​ ​ ​ May 31, 2026 Currency translation losses, net of reclassification adjustments ​ $ ( 50.7 ) ​ $ ( 50.3 ) Derivative adjustments, net of reclassification adjustments ​ ​ 20.2 ​ ​ 19.8 Pension and postretirement benefit obligations, net of reclassification adjustments ​ ​ 37.1 ​ ​ 37.9 Accumulated other comprehensive income ​ $ 6.6 ​ $ 7.4 ​ 13 Table of Contents The following tables summarize the reclassifications from accumulated other comprehensive income into income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Affected Line Item in the Condensed Consolidated Statement of ​ ​ Thirteen Weeks Ended ​ Earnings 1 ​ ​ ​ ​ August 30, 2026 ​ ​ ​ August 24, 2025 ​ ​ ​ ​ Net derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges ​ $ ( 0.5 ) ​ $ ( 0.7 ) ​ Interest expense, net Cash flow hedges ​ ​ ( 0.5 ) ​ ​ ( 0.7 ) ​ Equity method investment earnings ​ ​ ​ ( 1.0 ) ​ ​ ( 1.4 ) ​ Total before tax ​ ​ ​ 0.3 ​ ​ 0.3 ​ Income tax expense ​ ​ $ ( 0.7 ) ​ $ ( 1.1 ) ​ Net of tax Pension and postretirement liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Net actuarial gain ​ $ ( 0.8 ) ​ $ ( 0.9 ) ​ Pension and postretirement non-service income ​ ​ ​ ( 0.8 ) ​ ​ ( 0.9 ) ​ Total before tax ​ ​ ​ 0.2 ​ ​ 0.2 ​ Income tax expense ​ ​ $ ( 0.6 ) ​ $ ( 0.7 ) ​ Net of tax ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings. ​ 15. FAIR VALUE MEASUREMENTS Financial Accounting Standards Board guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities, Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. The fair values of our Level 2 derivative instruments were determined using valuation models that use market observable inputs including both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts. The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Net Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ 5.4 ​ $ 3.2 ​ $ — ​ $ 8.6 Deferred compensation assets ​ ​ 6.4 ​ ​ — ​ ​ — ​ ​ 6.4 Total assets ​ $ 11.8 ​ $ 3.2 ​ $ — ​ $ 15.0 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 1.3 ​ $ — ​ $ 1.3 Deferred compensation liabilities ​ ​ 84.2 ​ ​ — ​ ​ — ​ ​ 84.2 Total liabilities ​ $ 84.2 ​ $ 1.3 ​ $ — ​ $ 85.5 ​ 14 Table of Contents The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Net Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ 3.1 ​ $ 1.6 ​ $ — ​ $ 4.7 Deferred compensation assets ​ ​ 6.6 ​ ​ — ​ ​ — ​ ​ 6.6 Available-for-sale debt securities ​ ​ — ​ ​ — ​ ​ 2.0 ​ ​ 2.0 Total assets ​ $ 9.7 ​ $ 1.6 ​ $ 2.0 ​ $ 13.3 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 1.6 ​ $ — ​ $ 1.6 Deferred compensation liabilities ​ ​ 81.4 ​ ​ — ​ ​ — ​ ​ 81.4 Total liabilities ​ $ 81.4 ​ $ 1.6 ​ $ — ​ $ 83.0 ​ Nonrecurring Fair Value Measurements ​ Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs. Long-Term Debt Fair Value The carrying amount of long-term debt (including current installments) was $ 7.73 billion and $ 7.23 billion as of August 30, 2026 and May 31, 2026, respectively. Based on current market rates, the fair value of this debt (Level 2 liabilities) at August 30, 2026 and May 31, 2026 was estimated at $ 7.48 billion and $ 7.05 billion, respectively. ​ 16. BUSINESS SEGMENTS AND RELATED INFORMATION We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice. The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States. The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States. The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States. The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily in the United States. We do not aggregate operating segments when determining our reporting segments. Our chief operating decision maker (“CODM”) is identified as our Chief Executive Officer. Our CODM uses segment operating profit in the annual plan and forecasting process and considers year-over-year performance when making decisions about allocating resources to our segments. The CODM also uses segment operating profit as an input to the overall compensation measures under our incentive compensation plans. We believe it is appropriate to disclose this measure to help investors analyze segment performance and trends. Segment operating profit is defined as operating profit excluding the effect of items impacting comparability. Items impacting comparability are gains or losses that our CODM believes have had, or are likely to have, a significant impact on segment operating profit and are not indicative of our core operating results. Items impacting comparability include, when they occur, the impacts of gain or loss on divestitures, restructuring activities, deal costs, unrealized gains/(losses) on commodity and foreign exchange hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, certain non-ordinary course legal and regulatory matters, and other unusual gains or losses that are not part of our measurement of segment performance. Corporate unallocated expense; Pension and 15 Table of Contents postretirement non-service income; Interest expense, net; and Equity method investment earnings are centrally managed costs and have been excluded from segment operating profit. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended August 30, 2026 ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ ​ ​ ​ Total Net sales ​ ​ $ 1,051.1 ​ $ 1,053.8 ​ $ 218.1 ​ $ 272.9 ​ $ 2,595.9 Segment cost of goods sold 1 ​ ​ ​ 737.5 ​ ​ 860.0 ​ ​ 157.9 ​ ​ 221.9 ​ ​ 1,977.3 Segment SG&A expenses 2 ​ ​ ​ 108.7 ​ ​ 94.2 ​ ​ 25.8 ​ ​ 20.1 ​ ​ 248.8 Segment operating profit ​ ​ $ 204.9 ​ $ 99.6 ​ $ 34.4 ​ $ 30.9 ​ $ 369.8 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104.2 Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 2.8 ) Operating profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 268.4 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5.9 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 91.8 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50.4 Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 232.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended August 24, 2025 ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ ​ ​ ​ Total Net sales ​ ​ $ 1,079.6 ​ $ 1,076.2 ​ $ 212.3 ​ $ 264.5 ​ $ 2,632.6 Segment cost of goods sold 1 ​ ​ ​ 752.9 ​ ​ 866.9 ​ ​ 151.4 ​ ​ 217.9 ​ ​ 1,989.1 Segment SG&A expenses 2 ​ ​ ​ 105.9 ​ ​ 94.9 ​ ​ 23.2 ​ ​ 18.9 ​ ​ 242.9 Segment operating profit ​ ​ $ 220.8 ​ $ 114.4 ​ $ 37.7 ​ $ 27.7 ​ $ 400.6 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 92.3 Gain on divestitures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 42.4 ) Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.3 Operating profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 347.4 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6.1 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 93.8 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 29.4 Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 289.1 ​ 1 Segment cost of goods sold does not include items recorded in the Cost of goods sold line on our Condensed Consolidated Statements of Earnings that are presented in the Other charges, net line of this table. 2 Segment SG&A expenses are regularly provided to the CODM as a percent of net sales. Segment SG&A expenses do not include items recorded in the Selling, general and administrative expenses line of our Condensed Consolidated Statements of Earnings that are presented in the Other charges, net line of this table. 3 General corporate expenses relate to certain costs that are shared across multiple segments but are not directly attributable, which include executive compensation, share-based payment expense, and costs associated with certain corporate functions. 4 Other charges include net charges related to our restructuring plans and legal matter recoveries. ​ The following table presents further disaggregation of our net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ August 30, 2026 ​ August 24, 2025 Frozen ​ $ 877.7 ​ $ 898.5 Staples ​ ​ ​ ​ ​ ​ Other shelf-stable ​ ​ 552.4 ​ ​ 568.5 Refrigerated ​ ​ 176.1 ​ ​ 177.7 Snacks ​ ​ 498.7 ​ ​ 511.1 International ​ ​ 218.1 ​ ​ 212.3 Foodservice ​ ​ 272.9 ​ ​ 264.5 Total net sales ​ $ 2,595.9 ​ $ 2,632.6 ​ To be consistent with how we present certain disaggregated net sales information to investors, we have categorized certain net sales of our segments as “Staples”, which includes all of our U.S. domestic retail refrigerated products and other shelf-stable grocery products. 16 Table of Contents Management continues to regularly review financial results and make decisions about allocating resources based upon the four reporting segments outlined above. Assets by Segment The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets and capital expenditures by segment. Our CODM does not use assets by segment to evaluate performance or allocate resources. Depreciation and amortization are allocated to our reporting segments based on the output of each reporting segment per facility during each reporting period. Total depreciation expense for the first quarter of fiscal 2027 and 2026 was $ 87.1 million and $ 84.5 million, respectively. The following table presents depreciation and amortization by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Weeks Ended ​ ​ August 30, 2026 ​ August 24, 2025 Grocery & Snacks ​ $ 35.9 ​ $ 36.1 Refrigerated & Frozen ​ ​ 42.7 ​ ​ 40.7 International ​ ​ 3.8 ​ ​ 3.5 Foodservice ​ ​ 11.6 ​ ​ 11.2 Total Reporting Segments ​ ​ 94.0 ​ ​ 91.5 Corporate ​ ​ 3.9 ​ ​ 3.8 Total Company ​ $ 97.9 ​ $ 95.3 ​ ​ ​ ​ ​ ​ ​ 17 Table of Contents