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Item 9A. Controls and Procedures

2025-07-10 compared with 2024-07-11 · 32 added, 17 removed, 226 unchanged (18% of the section changed)

37 unchanged sentences

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and Controller.

This code of ethics is available on our website at www.conagrabrands.com through the “Investors—Corporate Governance” link.

If we make any amendments to this code other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code of conduct to our Chief Executive Officer, Chief Financial Officer, or Controller, we will disclose the nature of the amendment or waiver, its effective date, and to whom it applies on our website at www.conagrabrands.com through the “Investors—Corporate Governance” link.

This code of ethics is available on our website at www.conagrabrands.com through the “Investors—Corporate Governance Documents” link.

We have adopted two Insider Trading Policies, each governing the purchase, sale and other dispositions of our securities by directors, officers and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.

Copies of our policies are filed with this Annual Report on Form 10-K as Exhibit 19.

EXECUTIVE COMPENSATION

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(1) Represents shares underlying outstanding awards that have been granted under the terms of the Conagra Brands, Inc.

2023 Stock Plan (the “Plan”), the Conagra Brands, Inc.

2014 Stock Plan, and the Conagra Brands, Inc.

2023 Stock Plan (the “Plan”) and the Conagra Brands, Inc.

2014 Stock Plan.

Table amounts are comprised of 1,826,050 shares that could be issued under outstanding performance shares (assuming target

achievement);

Table amounts are comprised of 2,221,985 shares that could be issued under outstanding performance shares (assuming target achievement);

4,229,984 shares issuable under outstanding restricted stock units;

37 unchanged sentences

(formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein by reference to Exhibit 2.2.5 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 25, 2014

Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on September 26, 2022

Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 23, 2024

Amended and Restated Bylaws of Conagra Brands, Inc., incorporated by reference to Exhibit 3.1 of Conagra Brands' Current Report on Form 8-K filed with the SEC on May 21, 2024

37 unchanged sentences

Voluntary Deferred Compensation Plan (January 1, 2017 Restatement), incorporated herein by reference to Exhibit 10.2 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 19, 2020

ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on September 28, 2009

Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Employees, incorporated herein by reference to Exhibit 10.4 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 30, 2009

Conagra Brands, Inc.

Amended and Restated Voluntary Deferred Compensation Plan, dated May 14, 2025 (effective January 1, 2026)

ConAgra Foods, Inc.

2008 Performance Share Plan, effective July 16, 2008, incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for quarter ended August 24, 2008

2008 Performance Share Plan, effective July 16, 2008, incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarterly period ended August 24, 2008

First Amendment to ConAgra Foods, Inc.

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2014 Stock Plan, incorporated by reference to Exhibit 10.8 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2023

Conagra Brands, Inc.

2023 Stock Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on September 19, 2023

Form of Restricted Stock Unit Agreement for Employees under the Conagra Brands, Inc.

2023 Stock Plan, incorporated by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2024

Form of Performance Share Agreement for Employees under Conagra Brands, Inc.

2023 Stock Plan, incorporated by reference to Exhibit 10.2 of Conagra Brands' Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2024

Form of Restricted Stock Unit Agreement for CEO under Conagra Brands, Inc.

2023 Stock Plan, incorporated by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2024

Form of Performance Share Agreement for CEO under Conagra Brands, Inc.

2023 Stock Plan, incorporated by reference to Exhibit 10.4 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2024

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Conagra Brands, Inc.

2023 Stock Plan, incorporated by reference to Exhibit 10.5 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2024

Form of Sign-On Restricted Stock Unit Agreement for EVP & President, New Platforms and Acquisitions under the Conagra Brands, Inc.

Form of Sign-On Performance Share Agreement for EVP & President, New Platforms and Acquisitions under the Conagra Brands, Inc.

Form of Director Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 19, 2020

Form of Senior Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 28, 2020

Form of Amended and Restated Change of Control Agreement between ConAgra Foods and its executives (pre September 2011), incorporated herein by reference to Exhibit 10.14 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008

Form of Change of Control Agreement between ConAgra Foods and its executives (post September 2011), as amended and restated on February 18, 2015, incorporated herein by reference to Exhibit 10.16.1 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015

Form of Change of Control Agreement between ConAgra Foods and its executives, incorporated herein by reference to Exhibit 10.16.1 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015

Change of Control Agreement, dated as of February 12, 2015, between Conagra Brands, Inc.

3 unchanged sentences

Amendment to Employment Agreement dated December 31, 2015, effective January 1, 2016, by and between Conagra Brands, Inc.

(formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 28, 2016

(formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2016

Letter of Agreement, dated as of August 2, 2018, between Conagra Brands, Inc.

2 unchanged sentences

Letter Agreement, by and between Conagra Brands, Inc.

(formerly ConAgra Foods, Inc.) and David Marberger, dated as of July 13, 2016, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the Quarter Ended August 28, 2016

Term Loan Agreement, dated August 26, 2022, by and among Conagra Brands, Inc., Farm Credit Services of America, PCA, as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on August 29, 2022

1 unchanged sentence

Term Loan Agreement, dated April 29, 2024, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on April 30, 2024

Letter Amendment to Term Loan Agreement, dated April 29, 2025, by and among Conagra Brands, Inc., Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto, incorporated by reference to Exhibit 10.1 of Conagra Brands' Current Report on Form 8-K filed with the SEC on April 30, 2025

Term Loan Agreement, dated April 29, 2025, by and among Conagra Brands, Inc., Mizuho, Ltd., as administrative agent and a lender, and the other lenders party thereto, incorporated by reference to Exhibit 10.2 of Conagra Brands' Current Report on Form 8-K filed with the SEC on April 30, 2025

Conagra Brands, Inc.

2 unchanged sentences

Consent of KPMG LLP

Section 302 Certificate

Section 302 Certificate of Chief Executive Officer

Section 302 Certificate of Chief Financial Officer

Section 906 Certificates

Conagra Brands, Inc.

Mandatory Compensation Clawback Policy

Mandatory Compensation Clawback Policy, incorporated by reference to Exhibit 97 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2024

The following materials from Conagra Brands’ Annual Report on Form 10-K for the year ended May 25, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

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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 9A. Controls and Procedures