CONAGRA BRANDS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Earnings (in millions, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2025 ​ 2024 ​ 2023 Net sales ​ $ 11,612.8 ​ $ 12,050.9 ​ $ 12,277.0 Cost of goods sold ​ ​ 8,609.3 ​ ​ 8,717.5 ​ ​ 9,012.2 Gross profit ​ $ 3,003.5 ​ $ 3,333.4 ​ $ 3,264.8 Selling, general and administrative expenses ​ ​ 1,537.3 ​ ​ 1,487.5 ​ ​ 1,431.9 Goodwill impairment charges ​ ​ — ​ ​ 526.5 ​ ​ 141.7 Other intangible asset impairment charges ​ ​ 72.1 ​ ​ 430.2 ​ ​ 589.2 Loss on divestitures ​ ​ 29.5 ​ ​ 36.4 ​ ​ 26.7 Operating profit ​ $ 1,364.6 ​ $ 852.8 ​ $ 1,075.3 Pension and postretirement non-service income ​ ​ 25.9 ​ ​ 10.3 ​ ​ 24.2 Interest expense, net ​ ​ 416.7 ​ ​ 430.5 ​ ​ 409.6 Equity method investment earnings ​ ​ 182.4 ​ ​ 177.6 ​ ​ 212.0 Income before income taxes ​ $ 1,156.2 ​ $ 610.2 ​ $ 901.9 Income tax expense ​ ​ 3.7 ​ ​ 262.5 ​ ​ 218.7 Net income ​ $ 1,152.5 ​ $ 347.7 ​ $ 683.2 Less: Net income (loss) attributable to noncontrolling interests ​ ​ 0.1 ​ ​ 0.5 ​ ​ ( 0.4 ) Net income attributable to Conagra Brands, Inc. ​ $ 1,152.4 ​ $ 347.2 ​ $ 683.6 Earnings per share — basic ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Conagra Brands, Inc. common stockholders ​ $ 2.41 ​ $ 0.73 ​ $ 1.43 Earnings per share — diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Conagra Brands, Inc. common stockholders ​ $ 2.40 ​ $ 0.72 ​ $ 1.42 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ 37 Table of Contents Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ Tax ​ After ​ ​ ​ Tax ​ After ​ ​ ​ Tax ​ After ​ ​ Pre-Tax ​ (Expense) ​ -Tax ​ Pre-Tax ​ (Expense) ​ -Tax ​ Pre-Tax ​ (Expense) ​ -Tax ​ ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount Net income ​ $ 1,156.2 ​ $ ( 3.7 ) ​ $ 1,152.5 ​ $ 610.2 ​ $ ( 262.5 ) ​ $ 347.7 ​ $ 901.9 ​ $ ( 218.7 ) ​ $ 683.2 Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized derivative adjustments ​ ​ ( 2.9 ) ​ ​ 0.8 ​ ​ ( 2.1 ) ​ ​ 8.3 ​ ​ ( 2.1 ) ​ ​ 6.2 ​ ​ 4.2 ​ ​ ( 1.1 ) ​ ​ 3.1 Reclassification for derivative adjustments included in net income ​ ​ ( 6.8 ) ​ ​ 1.7 ​ ​ ( 5.1 ) ​ ​ ( 8.2 ) ​ ​ 2.0 ​ ​ ( 6.2 ) ​ ​ ( 4.9 ) ​ ​ 1.2 ​ ​ ( 3.7 ) Currency translation adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized currency translation gains (losses) ​ ​ ( 18.4 ) ​ ​ — ​ ​ ( 18.4 ) ​ ​ 9.6 ​ ​ — ​ ​ 9.6 ​ ​ ( 9.8 ) ​ ​ — ​ ​ ( 9.8 ) Reclassification for currency translation losses in connection with the sale of Agro Tech Foods Limited (see Note 7) ​ ​ 79.8 ​ ​ — ​ ​ 79.8 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Pension and postretirement benefit obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized pension and postretirement benefit obligations ​ ​ 65.1 ​ ​ ( 15.7 ) ​ ​ 49.4 ​ ​ 1.7 ​ ​ ( 0.5 ) ​ ​ 1.2 ​ ​ ( 33.2 ) ​ ​ 8.3 ​ ​ ( 24.9 ) Reclassification for pension and postretirement benefit obligations included in net income ​ ​ ( 18.2 ) ​ ​ 4.4 ​ ​ ( 13.8 ) ​ ​ ( 3.7 ) ​ ​ 0.9 ​ ​ ( 2.8 ) ​ ​ ( 4.5 ) ​ ​ 1.3 ​ ​ ( 3.2 ) Comprehensive income ​ ​ 1,254.8 ​ ​ ( 12.5 ) ​ ​ 1,242.3 ​ ​ 617.9 ​ ​ ( 262.2 ) ​ ​ 355.7 ​ ​ 853.7 ​ ​ ( 209.0 ) ​ ​ 644.7 Comprehensive income (loss) attributable to noncontrolling interests (see Note 7) ​ ​ 38.1 ​ ​ — ​ ​ 38.1 ​ ​ ( 0.2 ) ​ ​ ( 0.2 ) ​ ​ ( 0.4 ) ​ ​ ( 5.3 ) ​ ​ ( 0.4 ) ​ ​ ( 5.7 ) Comprehensive income attributable to Conagra Brands, Inc. ​ $ 1,216.7 ​ $ ( 12.5 ) ​ $ 1,204.2 ​ $ 618.1 ​ $ ( 262.0 ) ​ $ 356.1 ​ $ 859.0 ​ $ ( 208.6 ) ​ $ 650.4 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ 38 Table of Contents Conagra Brands, Inc. and Subsidiaries Consolidated Balance Sheets (in millions, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 ​ May 26, 2024 ASSETS ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 68.0 ​ $ 77.7 Receivables, less allowance for doubtful accounts of $ 3.6 and $ 3.0 ​ ​ 770.0 ​ ​ 871.8 Inventories ​ ​ 2,048.3 ​ ​ 1,981.5 Prepaid expenses and other current assets ​ ​ 90.6 ​ ​ 85.0 Current assets held for sale ​ ​ 94.1 ​ ​ 133.5 Total current assets ​ ​ 3,071.0 ​ ​ 3,149.5 Property, plant and equipment ​ ​ ​ ​ ​ ​ Land and land improvements ​ ​ 160.7 ​ ​ 158.4 Buildings, machinery and equipment ​ ​ 5,516.3 ​ ​ 5,232.4 Furniture, fixtures, office equipment and other ​ ​ 670.0 ​ ​ 676.5 Construction in progress ​ ​ 227.1 ​ ​ 247.0 ​ ​ ​ 6,574.1 ​ ​ 6,314.3 Less accumulated depreciation ​ ​ ( 3,738.2 ) ​ ​ ( 3,493.3 ) Property, plant and equipment, net ​ ​ 2,835.9 ​ ​ 2,821.0 Goodwill ​ ​ 10,501.9 ​ ​ 10,325.9 Brands, trademarks and other intangibles, net ​ ​ 2,421.1 ​ ​ 2,484.8 Other assets ​ ​ 1,571.0 ​ ​ 1,430.1 Noncurrent assets held for sale ​ ​ 533.0 ​ ​ 651.0 ​ ​ $ 20,933.9 ​ $ 20,862.3 LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Notes payable ​ $ 804.7 ​ $ 928.4 Current installments of long-term debt ​ ​ 1,028.8 ​ ​ 20.3 Accounts and other payables ​ ​ 1,590.1 ​ ​ 1,493.7 Accrued payroll ​ ​ 146.0 ​ ​ 193.3 Other accrued liabilities ​ ​ 744.7 ​ ​ 588.6 Current liabilities held for sale ​ ​ 2.7 ​ ​ 17.5 Total current liabilities ​ ​ 4,317.0 ​ ​ 3,241.8 Senior long-term debt, excluding current installments ​ ​ 6,234.1 ​ ​ 7,492.6 Deferred income taxes ​ ​ 810.3 ​ ​ 1,024.2 Other noncurrent liabilities ​ ​ 639.6 ​ ​ 587.6 Noncurrent liabilities held for sale ​ ​ 0.2 ​ ​ 4.8 Total liabilities ​ ​ 12,001.2 ​ ​ 12,351.0 Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ 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 ​ ​ 2,347.2 ​ ​ 2,363.2 Retained earnings ​ ​ 6,759.1 ​ ​ 6,276.3 Accumulated other comprehensive income (loss) ​ ​ 16.3 ​ ​ ( 35.5 ) Less treasury stock, at cost, 106,846,304 and 106,050,133 common shares ​ ​ ( 3,111.1 ) ​ ​ ( 3,084.8 ) Total Conagra Brands, Inc. common stockholders' equity ​ ​ 8,932.7 ​ ​ 8,440.4 Noncontrolling interests ​ ​ — ​ ​ 70.9 Total stockholders' equity ​ ​ 8,932.7 ​ ​ 8,511.3 ​ ​ $ 20,933.9 ​ $ 20,862.3 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ 39 Table of Contents Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Common Stockholders’ Equity (in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conagra Brands, Inc. Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Common ​ Paid-in ​ Retained ​ Comprehensive ​ Treasury ​ Noncontrolling ​ Total ​ ​ Shares ​ Stock ​ Capital ​ Earnings ​ Income (loss) ​ Stock ​ Interests ​ Equity Balance at May 29, 2022 ​ 584.2 ​ $ 2,921.2 ​ $ 2,324.6 ​ $ 6,550.7 ​ $ ( 11.2 ) ​ $ ( 2,997.6 ) ​ $ 74.5 ​ $ 8,862.2 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ 52.3 ​ ​ ( 3.7 ) ​ ​ ​ ​ ​ 31.3 ​ ​ 2.1 ​ ​ 82.0 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 4.6 ) ​ ​ ​ ​ ​ ( 5.2 ) ​ ​ ( 9.8 ) Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 150.0 ) ​ ​ ​ ​ ​ ( 150.0 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 0.6 ) Activities of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.8 ) ​ ​ ( 0.8 ) Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 28.0 ) ​ ​ ​ ​ ​ ( 0.1 ) ​ ​ ( 28.1 ) Dividends declared on common stock; $ 1.32 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 631.2 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 631.2 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 683.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 683.6 Balance at May 28, 2023 ​ 584.2 ​ ​ 2,921.2 ​ ​ 2,376.9 ​ ​ 6,599.4 ​ ​ ( 44.4 ) ​ ​ ( 3,116.3 ) ​ ​ 70.5 ​ ​ 8,807.3 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ ( 13.7 ) ​ ​ ( 1.1 ) ​ ​ ​ ​ ​ 31.5 ​ ​ 1.2 ​ ​ 17.9 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ ​ ​ ​ ​ ( 0.9 ) ​ ​ 9.6 Activities of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.1 ​ ​ 0.1 Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 1.6 ) Dividends declared on common stock; $ 1.40 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 669.2 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 669.2 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 347.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 347.2 Balance at May 26, 2024 ​ 584.2 ​ ​ 2,921.2 ​ ​ 2,363.2 ​ ​ 6,276.3 ​ ​ ( 35.5 ) ​ ​ ( 3,084.8 ) ​ ​ 70.9 ​ ​ 8,511.3 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ ( 16.0 ) ​ ​ ( 0.6 ) ​ ​ ​ ​ ​ 37.7 ​ ​ ​ ​ ​ 21.1 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.4 ​ ​ ​ ​ ​ 38.0 ​ ​ 61.4 Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 64.0 ) ​ ​ ​ ​ ​ ( 64.0 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 7.2 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 7.2 ) Activities of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 108.9 ) ​ ​ ( 108.9 ) Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 35.6 ​ ​ ​ ​ ​ ​ ​ ​ 35.6 Dividends declared on common stock; $ 1.40 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 669.0 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 669.0 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,152.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,152.4 Balance at May 25, 2025 ​ 584.2 ​ $ 2,921.2 ​ $ 2,347.2 ​ $ 6,759.1 ​ $ 16.3 ​ $ ( 3,111.1 ) ​ $ — ​ $ 8,932.7 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ 40 Table of Contents Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2025 ​ 2024 ​ 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 1,152.5 ​ $ 347.7 ​ $ 683.2 Adjustments to reconcile income to net cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 390.2 ​ ​ 400.9 ​ ​ 369.9 Asset impairment charges ​ ​ 177.0 ​ ​ 1,035.5 ​ ​ 771.1 Equity method investment earnings less than (in excess of) distributions ​ ​ ( 22.1 ) ​ ​ 74.0 ​ ​ ( 73.6 ) Stock-settled share-based payments expense ​ ​ 41.5 ​ ​ 30.8 ​ ​ 79.2 Contributions to pension plans ​ ​ ( 11.9 ) ​ ​ ( 12.2 ) ​ ​ ( 12.5 ) Pension benefit ​ ​ ( 19.6 ) ​ ​ ( 0.6 ) ​ ​ ( 13.9 ) Other items ​ ​ 7.1 ​ ​ 16.4 ​ ​ 8.4 Change in operating assets and liabilities excluding effects of business acquisitions and dispositions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Receivables ​ ​ 173.8 ​ ​ 77.2 ​ ​ ( 102.1 ) Inventories ​ ​ ( 35.6 ) ​ ​ 131.9 ​ ​ ( 265.3 ) Deferred income taxes and income taxes payable, net ​ ​ ( 224.0 ) ​ ​ ( 81.1 ) ​ ​ ( 188.5 ) Prepaid expenses and other current assets ​ ​ ( 0.9 ) ​ ​ ( 2.2 ) ​ ​ 23.5 Accounts and other payables ​ ​ 49.6 ​ ​ ( 22.7 ) ​ ​ ( 248.9 ) Accrued payroll ​ ​ ( 45.9 ) ​ ​ 29.7 ​ ​ 12.5 Other accrued liabilities ​ ​ ( 0.9 ) ​ ​ ( 20.0 ) ​ ​ ( 7.3 ) Litigation receivables, net of recoveries ​ ​ ( 67.1 ) ​ ​ ( 14.7 ) ​ ​ — Litigation accruals, net of payments ​ ​ 128.2 ​ ​ 25.0 ​ ​ ( 14.8 ) Deferred employer payroll taxes ​ ​ — ​ ​ — ​ ​ ( 25.5 ) Net cash flows from operating activities ​ ​ 1,691.9 ​ ​ 2,015.6 ​ ​ 995.4 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to property, plant and equipment ​ ​ ( 389.3 ) ​ ​ ( 388.1 ) ​ ​ ( 362.2 ) Sale of property, plant and equipment ​ ​ 3.4 ​ ​ 0.8 ​ ​ 3.2 Purchase of marketable securities ​ ​ — ​ ​ ( 10.3 ) ​ ​ ( 5.2 ) Sales of marketable securities ​ ​ — ​ ​ 10.3 ​ ​ 5.2 Purchase of businesses, net of cash acquired ​ ​ ( 230.6 ) ​ ​ — ​ ​ — Proceeds from divestitures, net of cash divested ​ ​ 76.8 ​ ​ — ​ ​ — Proceeds from insurance recoveries ​ ​ — ​ ​ 11.9 ​ ​ — Other items ​ ​ ( 2.5 ) ​ ​ 0.4 ​ ​ 4.1 Net cash flows from investing activities ​ ​ ( 542.2 ) ​ ​ ( 375.0 ) ​ ​ ( 354.9 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of short-term borrowings, maturities greater than 90 days ​ ​ 338.0 ​ ​ 466.6 ​ ​ 286.8 Repayment of short-term borrowings, maturities greater than 90 days ​ ​ ( 135.3 ) ​ ​ ( 185.9 ) ​ ​ ( 330.0 ) Net issuance (repayment) of other short-term borrowings, maturities less than or equal to 90 days ​ ​ ( 328.3 ) ​ ​ 9.9 ​ ​ 394.6 Issuance of long-term debt ​ ​ — ​ ​ 500.0 ​ ​ 500.0 Repayment of long-term debt ​ ​ ( 281.3 ) ​ ​ ( 1,772.6 ) ​ ​ ( 712.4 ) Debt issuance costs ​ ​ — ​ ​ ( 3.3 ) ​ ​ ( 4.1 ) Repurchase of Conagra Brands, Inc. common shares ​ ​ ( 64.0 ) ​ ​ — ​ ​ ( 150.0 ) Cash dividends paid ​ ​ ( 669.2 ) ​ ​ ( 659.3 ) ​ ​ ( 623.8 ) Exercise of stock options and issuance of other stock awards, including tax withholdings ​ ​ ( 20.6 ) ​ ​ ( 13.8 ) ​ ​ 2.3 Other items ​ ​ 2.4 ​ ​ 1.7 ​ ​ 5.0 Net cash flows from financing activities ​ ​ ( 1,158.3 ) ​ ​ ( 1,656.7 ) ​ ​ ( 631.6 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ​ ( 2.4 ) ​ ​ 1.2 ​ ​ 1.7 Net change in cash and cash equivalents and restricted cash, including cash balances classified as assets held for sale ​ ​ ( 11.0 ) ​ ​ ( 14.9 ) ​ ​ 10.6 Less: Net change in cash balances classified as assets held for sale ​ ​ ( 1.3 ) ​ ​ 0.7 ​ ​ ( 0.5 ) Net change in cash and cash equivalents and restricted cash ​ ​ ( 9.7 ) ​ ​ ( 15.6 ) ​ ​ 11.1 Cash and cash equivalents and restricted cash at beginning of year ​ ​ 77.7 ​ ​ 93.3 ​ ​ 82.2 Cash and cash equivalents and restricted cash at end of year ​ $ 68.0 ​ $ 77.7 ​ $ 93.3 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ ​ 41 Table of Contents 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) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal Year — The fiscal year of Conagra Brands, Inc. (“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. Basis of Consolidation — The consolidated financial statements include the accounts of Conagra Brands, Inc. and all majority-owned subsidiaries. All significant intercompany investments, accounts, and transactions have been eliminated. Investments in Unconsolidated Affiliates — The investments in, and the operating results of, 50%-or-less-owned entities not required to be consolidated are included in the consolidated financial statements on the basis of the equity method of accounting. We review our investments in unconsolidated affiliates for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that is other than temporary includes the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment, or, where applicable, estimated sales proceeds which are insufficient to recover the carrying amount of the investment. Management’s assessment as to whether any decline in value is other than temporary is based on our ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. Management generally considers our investments in equity method investees to be strategic long-term investments. Therefore, management completes its assessments with a long-term viewpoint. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered to be other than temporary, an appropriate write-down is recorded based on the excess of the carrying value over the best estimate of fair value of the investment. Cash and Cash Equivalents — Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition, including short-term time deposits and government agency and corporate obligations, are classified as cash and cash equivalents. Receivables — Receivables from customers generally do not bear interest. Terms and collection vary by location and channel. The allowance for doubtful accounts represents our estimate of probable non-payments and credit losses in our existing receivables, as determined based on a review of past due balances and other specific account data. Account balances are written off against the allowance when we deem them uncollectible. The following table details the balances of our allowance for doubtful accounts and changes therein: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ Additions Charged ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning of ​ ​ to Costs and ​ ​ ​ ​ Deductions from ​ Balance at Close ​ ​ Period ​ ​ Expenses ​ ​ Other 1 ​ Reserves 2 ​ of Period Year ended May 25, 2025 ​ $ 3.0 ​ ​ 1.6 ​ ​ — ​ 1.0 ​ $ 3.6 Year ended May 26, 2024 ​ $ 2.7 ​ ​ 0.6 ​ ​ 0.2 ​ 0.5 ​ $ 3.0 Year ended May 28, 2023 ​ $ 2.8 ​ ​ 0.1 ​ ​ ( 0.1 ) ​ 0.1 ​ $ 2.7 1 Primarily relates to translation. 2 Bad debts charged off and adjustments to previous reserves, less recoveries. ​ Inventories — We use the lower of cost (determined using an average costing method) or net realizable value for valuing inventories. 42 Table of Contents 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) Property, Plant and Equipment — Property, plant and equipment are carried at cost. Depreciation has been calculated using the straight-line method over the estimated useful lives of the respective classes of assets as follows: ​ ​ ​ ​ ​ ​ ​ Years Land improvements ​ ​ 1 - 40 Buildings ​ ​ 15 - 40 Machinery and equipment ​ ​ 3 - 20 Furniture, fixtures, office equipment and other ​ ​ 5 - 15 ​ We review property, plant and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Recoverability of an asset considered “held-and-used” is determined by comparing the carrying amount of the asset to the undiscounted net cash flows expected to be generated from the use of the asset. If the carrying amount is greater than the undiscounted net cash flows expected to be generated by the asset, the asset’s carrying amount is reduced to its estimated fair value. An asset considered “held-for-sale” is reported at the lower of the asset’s carrying amount or fair value. During fiscal 2025, 2024, and 2023, our capital expenditures totaled $ 389.3 million, $ 388.1 million, and $ 362.2 million, respectively. Accrued and unpaid capital expenditures as of May 25, 2025, May 26, 2024, May 28, 2023, and May 29, 2022 totaled $ 134.0 million, $ 119.3 million, $ 128.3 million, and $ 108.8 million, respectively. Total depreciation expense for fiscal 2025, 2024, and 2023 was $ 336.5 million, $ 347.3 million, and $ 313.1 million, respectively. Goodwill and Other Identifiable Intangible Assets — Goodwill and other identifiable intangible assets with indefinite lives (e.g., brands or trademarks) are not amortized and are tested annually for impairment of value and whenever events or changes in circumstances indicate the carrying amount of the asset may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, adverse changes in the markets in which an entity operates, increases in input costs that have negative effects on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill and other intangible assets. In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform a quantitative impairment test, otherwise no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. Under the goodwill qualitative assessment, various events and circumstances that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators above). Furthermore, management considers the results of the most recent quantitative impairment test completed for a reporting unit and compares the weighted average cost of capital between the current and prior years for each reporting unit. Under the goodwill quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. We estimate the fair value using level 3 inputs as defined by the fair value hierarchy. Refer to Note 19 for the definition of the levels in the fair value hierarchy. The inputs used to calculate the fair value include a number of subjective factors, such as estimates of future cash flows, estimates of our future cost structure, discount rates for our estimated cash flows, required level of working capital, assumed terminal value, and time horizon of cash flow forecasts. In certain circumstances, we also utilize a guideline public company method which is based on market multiples and our estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) that considers public companies that are comparable to our reporting units. In assessing indefinite-lived intangible assets not subject to amortization for impairment, we have the option to perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of such an intangible asset is less than its carrying amount. If we determine that it is not more likely than not that 43 Table of Contents 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 such an intangible asset is less than its carrying amount, then we are not required to perform any additional tests for assessing intangible assets for impairment. However, if we conclude otherwise or elect not to perform the qualitative assessment, then we are required to perform a quantitative impairment test that involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. In fiscal 2025, 2024, and 2023 we elected to perform a quantitative impairment test for indefinite-lived intangible assets not subject to amortization. The estimates of fair value of intangible assets not subject to amortization are determined using a “relief from royalty” methodology, which is used in estimating the fair value of our brands/trademarks. Discount rate assumptions are based on an assessment of the risk inherent in the projected future cash flows generated by the respective intangible assets. Also subject to judgment are assumptions about royalty rates. Identifiable intangible assets with definite lives (e.g., licensing arrangements with contractual lives or customer relationships) are amortized over their estimated useful lives and tested for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may be impaired. Identifiable intangible assets with definite lives are evaluated for impairment using a process similar to that used in evaluating elements of property, plant and equipment. If impaired, the asset is written down to its fair value. Refer to Note 9 for discussion of the impairment charges related to goodwill and intangible assets in fiscal 2025, 2024, and 2023. Fair Values of Financial Instruments — Unless otherwise specified, we believe the carrying value of financial instruments approximates their fair value. Environmental Liabilities — Environmental liabilities are accrued when it is probable that obligations have been incurred and the associated amounts can be reasonably estimated. We use third-party specialists to assist management in appropriately measuring the obligations associated with environmental liabilities. Such liabilities are adjusted as new information develops or circumstances change. We do not discount our environmental liabilities as the timing of the anticipated cash payments is not fixed or readily determinable. Management’s estimate of our potential liability is independent of any potential recovery of insurance proceeds or indemnification arrangements. We do not reduce our environmental liabilities for potential insurance recoveries. Employment-Related Benefits — Employment-related benefits associated with pensions, postretirement health care benefits, and workers’ compensation are expensed as such obligations are incurred. The recognition of expense is impacted by estimates made by management, such as discount rates used to value these liabilities, future health care costs, and employee accidents incurred but not yet reported. We use third-party specialists to assist management in appropriately measuring the obligations associated with employment-related benefits. We recognize changes in the fair value of pension plan assets and net actuarial gains or losses in excess of 10% of the greater of the market-related value of plan assets or the plan’s projected benefit obligation (the “corridor”) in current period expense annually as of our measurement date, which is our fiscal year-end, or when measurement is required otherwise under accounting principles generally accepted in the United States of America (“U.S. GAAP”). Revenue Recognition — Our revenues primarily consist of the sale of food products that are sold to retailers and foodservice customers through direct sales forces, broker, and distributor arrangements. These revenue contracts generally have single performance obligations. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis and, therefore, we do not have any significant financing components. We recognize revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. We assess the goods and services 44 Table of Contents 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) promised in our customers’ purchase orders and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. We offer various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Our promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are recognized as a change in management estimate in a subsequent period. Advertising Costs — Advertising costs are expensed as incurred. Advertising and promotion expenses totaled $ 263.2 million, $ 289.6 million, and $ 290.1 million in fiscal 2025, 2024, and 2023, respectively, and are included in selling, general and administrative (“SG&A”) expenses. Research and Development — We incurred expenses of $ 60.8 million, $ 61.4 million, and $ 57.7 million for research and development activities in fiscal 2025, 2024, and 2023, respectively. Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% “corridor”) and postretirement health care plans. On foreign investments we deem to be essentially permanent in nature, we do not provide for taxes on currency translation adjustments arising from converting an investment denominated in a foreign currency to U.S. dollars. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 Currency translation losses, net of reclassification adjustments ​ $ ( 65.8 ) ​ $ ( 89.2 ) Derivative adjustments, net of reclassification adjustments ​ ​ 22.0 ​ ​ 29.2 Pension and postretirement benefit obligations, net of reclassification adjustments ​ ​ 60.1 ​ ​ 24.5 Accumulated other comprehensive income (loss) ​ $ 16.3 ​ $ ( 35.5 ) ​ 45 Table of Contents 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 following table summarizes the reclassifications from accumulated other comprehensive income (loss) into income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Affected Line Item in the Consolidated Statement ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ of Earnings 1 ​ Net derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges ​ $ ( 2.7 ) ​ $ ( 3.5 ) ​ $ ( 3.3 ) ​ Interest expense, net ​ Cash flow hedges ​ ​ ( 4.1 ) ​ ​ ( 4.7 ) ​ ​ ( 1.6 ) ​ Equity method investment earnings ​ ​ ​ ​ ( 6.8 ) ​ ​ ( 8.2 ) ​ ​ ( 4.9 ) ​ Total before tax ​ ​ ​ ​ 1.7 ​ ​ 2.0 ​ ​ 1.2 ​ Income tax expense ​ ​ ​ $ ( 5.1 ) ​ $ ( 6.2 ) ​ $ ( 3.7 ) ​ Net of tax ​ Pension and postretirement benefit obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net prior service benefit ​ $ ( 0.1 ) ​ $ ( 0.1 ) ​ $ ( 0.1 ) ​ Pension and postretirement non-service income ​ Net actuarial gain ​ ​ ( 5.1 ) ​ ​ ( 4.7 ) ​ ​ ( 4.4 ) ​ Pension and postretirement non-service income ​ Pension settlement ​ ​ ( 13.0 ) ​ ​ 1.1 ​ ​ — ​ Pension and postretirement non-service income ​ ​ ​ ​ ( 18.2 ) ​ ​ ( 3.7 ) ​ ​ ( 4.5 ) ​ Total before tax ​ ​ ​ ​ 4.4 ​ ​ 0.9 ​ ​ 1.3 ​ Income tax expense ​ ​ ​ $ ( 13.8 ) ​ $ ( 2.8 ) ​ $ ( 3.2 ) ​ Net of tax ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency translation losses ​ $ 41.8 ​ $ — ​ $ — ​ Selling, general and administrative expenses 2 ​ ​ ​ ​ 41.8 ​ ​ — ​ ​ — ​ Total before tax ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ Income tax expense ​ ​ ​ $ 41.8 ​ $ — ​ $ — ​ Net of tax ​ ​ 1 Amounts in parentheses indicate income recognized in the Consolidated Statements of Earnings. 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. Business Combinations — We use the acquisition method in accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Reclassifications and other changes — Certain prior year amounts have been reclassified to conform with current year presentation. Use of Estimates — Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the consolidated financial statements. 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 . The disclosures were applied retrospectively and impacted all prior periods presented. 2. ACQUISITIONS In July 2024, we acquired the manufacturing operations of an existing contract manufacturer of our cooking spray products, for a cash purchase price of $ 51.2 million, including working capital adjustments. Approximately $ 46.3 million of the purchase price 46 Table of Contents 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) 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. In August 2024, we acquired the outstanding equity of Sweetwood Smoke & Co., maker of FATTY ® smoked meat sticks, for a cash purchase price of $ 179.4 million, net of cash acquired and including working capital adjustments. Approximately $ 130.0 million of the purchase price has been classified as goodwill, which is deductible for income tax purposes. Approximately $ 55.8 million and $ 5.5 million of the purchase price has been allocated to non-amortizing and amortizing intangible assets, respectively. For each of these acquisitions, the amounts allocated to goodwill were primarily attributable to anticipated synergies, future growth opportunities, and other intangibles that do not qualify for separate recognition such as an assembled workforce. The results of each of these acquisitions, subsequent to the acquisition closings, are primarily included in the Grocery & Snacks segment and through May 25, 2025, were not material to our Consolidated Statements of Earnings. Under the acquisition method of accounting, the assets acquired and liabilities assumed in these acquisitions were recorded at their respective estimated fair values at the date of acquisition. The purchase price allocations were finalized as of the fourth quarter of fiscal 2025. 3. RESTRUCTURING ACTIVITIES Conagra Restructuring Plan In fiscal 2019, senior management initiated a restructuring plan for costs incurred in connection with actions taken to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”). We are reporting on actions initiated through the end of fiscal 2025, including the estimated amounts or range of amounts for each major type of costs expected to be incurred, and the charges that have resulted or will result in cash outflows. As of May 25, 2025, we have approved and expect to incur $ 354.5 million of charges ($ 100.9 million of cash charges and $ 253.6 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. We recognized charges of $ 101.7 million, $ 66.6 million, and $ 10.7 million in connection with the Conagra Restructuring Plan in fiscal 2025, 2024, and 2023, respectively. We anticipate that we will recognize costs related to the Conagra Restructuring Plan through the end of fiscal 2026. 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 2025): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated ​ ​ ​ ​ ​ ​ ​ ​ ​ Snacks & Frozen International Foodservice Corporate Total Accelerated depreciation ​ $ 47.2 ​ $ 47.7 ​ $ — ​ $ — ​ $ — ​ $ 94.9 Other cost of goods sold ​ ​ 15.2 ​ ​ 10.5 ​ ​ 2.0 ​ ​ — ​ ​ — ​ ​ 27.7 Total cost of goods sold ​ ​ 62.4 ​ ​ 58.2 ​ ​ 2.0 ​ ​ — ​ ​ — ​ ​ 122.6 Severance and related costs ​ ​ 12.8 ​ ​ 9.7 ​ ​ 5.6 ​ ​ 0.3 ​ ​ 15.8 ​ ​ 44.2 Asset impairment (net of gains on disposal) ​ ​ 46.6 ​ ​ 83.1 ​ ​ 12.3 ​ ​ — ​ ​ — ​ ​ 142.0 Contract/lease termination ​ ​ 1.1 ​ ​ 0.9 ​ ​ 0.3 ​ ​ — ​ ​ 0.1 ​ ​ 2.4 Consulting/professional fees ​ ​ 0.6 ​ ​ 0.6 ​ ​ — ​ ​ — ​ ​ 5.4 ​ ​ 6.6 Other selling, general and administrative expenses ​ ​ 21.0 ​ ​ 12.2 ​ ​ 0.9 ​ ​ — ​ ​ 2.0 ​ ​ 36.1 Total selling, general and administrative expenses ​ ​ 82.1 ​ ​ 106.5 ​ ​ 19.1 ​ ​ 0.3 ​ ​ 23.3 ​ ​ 231.3 Total ​ $ 144.5 ​ $ 164.7 ​ $ 21.1 ​ $ 0.3 ​ $ 23.3 ​ $ 353.9 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.6 Consolidated total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 354.5 ​ 47 Table of Contents 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 2025, we recognized the following pre-tax expenses for the Conagra Restructuring Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated ​ ​ ​ ​ ​ ​ ​ ​ Snacks & Frozen International Corporate Total Accelerated depreciation ​ $ 2.5 ​ $ — ​ $ — ​ $ — ​ $ 2.5 Other cost of goods sold ​ ​ 2.9 ​ ​ 5.3 ​ ​ ( 0.1 ) ​ ​ — ​ ​ 8.1 Total cost of goods sold ​ ​ 5.4 ​ ​ 5.3 ​ ​ ( 0.1 ) ​ ​ — ​ ​ 10.6 Severance and related costs ​ ​ 0.9 ​ ​ 6.1 ​ ​ ( 0.2 ) ​ ​ 6.4 ​ ​ 13.2 Asset impairment (net of gains on disposal) ​ ​ 2.7 ​ ​ 66.4 ​ ​ ( 1.9 ) ​ ​ — ​ ​ 67.2 Contract/lease termination ​ ​ 1.5 ​ ​ — ​ ​ 0.3 ​ ​ — ​ ​ 1.8 Other selling, general and administrative expenses ​ ​ 5.2 ​ ​ 2.7 ​ ​ 0.7 ​ ​ 0.3 ​ ​ 8.9 Total selling, general and administrative expenses ​ ​ 10.3 ​ ​ 75.2 ​ ​ ( 1.1 ) ​ ​ 6.7 ​ ​ 91.1 Total ​ $ 15.7 ​ $ 80.5 ​ $ ( 1.2 ) ​ $ 6.7 ​ $ 101.7 ​ Included in the above results are $ 27.5 million of charges that have resulted or will result in cash outflows and $ 74.2 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated ​ ​ ​ ​ ​ ​ ​ ​ ​ Snacks & Frozen International Foodservice Corporate Total Accelerated depreciation ​ $ 43.4 ​ $ 47.7 ​ $ — ​ $ — ​ $ — ​ $ 91.1 Other cost of goods sold ​ ​ 12.1 ​ ​ 9.5 ​ ​ 2.0 ​ ​ — ​ ​ — ​ ​ 23.6 Total cost of goods sold ​ ​ 55.5 ​ ​ 57.2 ​ ​ 2.0 ​ ​ — ​ ​ — ​ ​ 114.7 Severance and related costs ​ ​ 12.7 ​ ​ 9.7 ​ ​ 5.6 ​ ​ 0.3 ​ ​ 15.8 ​ ​ 44.1 Asset impairment (net of gains on disposal) ​ ​ 25.2 ​ ​ 85.0 ​ ​ 12.3 ​ ​ — ​ ​ — ​ ​ 122.5 Contract/lease termination ​ ​ 2.0 ​ ​ 0.9 ​ ​ 0.3 ​ ​ — ​ ​ 0.1 ​ ​ 3.3 Consulting/professional fees ​ ​ 0.5 ​ ​ 0.6 ​ ​ — ​ ​ — ​ ​ 5.1 ​ ​ 6.2 Other selling, general and administrative expenses ​ ​ 19.0 ​ ​ 8.8 ​ ​ 0.8 ​ ​ — ​ ​ 1.2 ​ ​ 29.8 Total selling, general and administrative expenses ​ ​ 59.4 ​ ​ 105.0 ​ ​ 19.0 ​ ​ 0.3 ​ ​ 22.2 ​ ​ 205.9 Total ​ $ 114.9 ​ $ 162.2 ​ $ 21.0 ​ $ 0.3 ​ $ 22.2 ​ $ 320.6 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.6 Consolidated total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 321.2 ​ Included in the above results are $ 92.9 million of charges that have resulted or will result in cash outflows and $ 228.3 million in non-cash charges. Liabilities recorded for the Conagra Restructuring Plan and changes therein for fiscal 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ Incurred ​ Costs Paid ​ ​ ​ ​ Balance at ​ ​ May 26, ​ and Charged ​ or Otherwise ​ Changes in ​ May 25, ​ ​ 2024 ​ to Expense ​ Settled ​ Estimates ​ 2025 Severance and related costs ​ $ 9.8 ​ $ 14.1 ​ $ ( 8.4 ) ​ $ ( 0.9 ) ​ $ 14.6 Contract/lease termination ​ ​ — ​ ​ 1.8 ​ ​ ( 1.8 ) ​ ​ — ​ ​ — Other costs ​ ​ 0.6 ​ ​ 12.5 ​ ​ ( 10.3 ) ​ ​ — ​ ​ 2.8 Total ​ $ 10.4 ​ $ 28.4 ​ $ ( 20.5 ) ​ $ ( 0.9 ) ​ $ 17.4 ​ 48 Table of Contents 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) 4. LONG-TERM DEBT ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 May 26, 2024 5.4 % senior debt due November 2048 ​ $ 1,000.0 ​ $ 1,000.0 4.65 % senior debt due January 2043 ​ ​ 176.7 ​ ​ 176.7 6.625 % senior debt due August 2039 ​ ​ 91.4 ​ ​ 91.4 5.3 % senior debt due November 2038 ​ ​ 1,000.0 ​ ​ 1,000.0 8.25 % senior debt due September 2030 ​ ​ 300.0 ​ ​ 300.0 4.85 % senior debt due November 2028 ​ ​ 1,300.0 ​ ​ 1,300.0 7.0 % senior debt due October 2028 ​ ​ 382.2 ​ ​ 382.2 1.375 % senior debt due November 2027 ​ ​ 1,000.0 ​ ​ 1,000.0 6.7 % senior debt due August 2027 ​ ​ 9.2 ​ ​ 9.2 7.125 % senior debt due October 2026 ​ ​ 262.5 ​ ​ 262.5 5.3 % senior debt due October 2026 ​ ​ 500.0 ​ ​ 500.0 4.6 % senior debt due November 2025 ​ ​ 1,000.0 ​ ​ 1,000.0 SOFR plus 1.35 % term loan due August 2025 ​ ​ — ​ ​ 250.0 0.79 % to 13.22 % lease financing obligations due on various dates through 2043 ​ ​ 267.2 ​ ​ 273.7 Total face value of debt ​ ​ 7,289.2 ​ ​ 7,545.7 Unamortized fair value adjustment ​ ​ 16.9 ​ ​ 17.7 Unamortized discounts ​ ​ ( 14.7 ) ​ ​ ( 17.7 ) Unamortized debt issuance costs ​ ​ ( 28.5 ) ​ ​ ( 32.8 ) Less current installments ​ ​ ( 1,028.8 ) ​ ​ ( 20.3 ) Total long-term debt ​ $ 6,234.1 ​ $ 7,492.6 ​ The aggregate minimum principal maturities of the long-term debt for each of the five fiscal years following May 25, 2025 are as follows: ​ ​ ​ ​ ​ 2026 $ 1,029.6 2027 ​ ​ 776.9 2028 ​ ​ 1,023.8 2029 ​ ​ 1,697.1 2030 ​ ​ 17.1 ​ Senior Notes ​ 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. 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. 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. 49 Table of Contents 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) 2023 Term Loan We prepaid the $ 500.0 million aggregate principal amount unsecured term loan entered into during the second quarter of fiscal 2023 with a syndicate of financial institutions through a prepayment of $ 250.0 million of the aggregate principal amount outstanding during the second quarter of fiscal 2024, utilizing operating cash flow and the issuance of commercial paper and, during the second quarter of fiscal 2025, a prepayment of the remaining $ 250.0 million aggregate principal amount outstanding, utilizing primarily operating cash flow. Interest Expense Net interest expense consists of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Long-term debt ​ $ 367.1 ​ $ 419.2 ​ $ 402.1 Short-term debt ​ ​ 60.4 ​ ​ 25.8 ​ ​ 18.8 Interest income ​ ​ ( 2.5 ) ​ ​ ( 5.7 ) ​ ​ ( 3.9 ) Interest capitalized ​ ​ ( 8.3 ) ​ ​ ( 8.8 ) ​ ​ ( 7.4 ) ​ ​ $ 416.7 ​ $ 430.5 ​ $ 409.6 ​ 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 $ 426.7 million, $ 444.2 million, and $ 416.3 million in fiscal 2025, 2024, and 2023, respectively. 5. CREDIT FACILITIES AND BORROWINGS 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. 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). 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 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 50 Table of Contents 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) 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. The Revolving Credit Agreement contains events of default customary for unsecured investment grade credit facilities with corresponding grace periods. The Revolving Credit Agreement 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. As of May 25, 2025, 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 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 %. 6. FINANCING ARRANGEMENTS Supplier Financing Arrangements In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. A number of factors may impact our future payment terms, including our relative creditworthiness, overall market liquidity, and changes in interest rates and other general economic conditions. Certain suppliers have access to third-party services that allow them to view our scheduled payments online and finance advances on our scheduled payments at the sole discretion of the supplier and the third-party. Our current payment terms with these suppliers, which we deem to be commercially reasonable, range up to 120 days . We have no direct financial relationship with the financial institutions utilized by the third-parties, and we have pledged no assets in connection with our accounts payable programs. All amounts due to participating suppliers are paid to the third party on the original invoice due dates, regardless of whether a particular invoice was sold. Supplier 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. The associated payments are included in net cash flows from operating activities within our 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 Consolidated Balance Sheets. The proceeds and payments associated with short-term borrowings are reflected as financing activities within our Consolidated Statements of Cash Flows. As of May 25, 2025 and May 26, 2024, we had approximately $ 45.9 million and $ 43.2 million, respectively, of short-term borrowings related to these arrangements. 51 Table of Contents 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: ​ ​ ​ ​ ​ May 25, 2025 Obligations outstanding at the beginning of the year $ 377.3 New invoices confirmed during the year ​ 1,036.8 Confirmed invoices paid during the year ​ ( 1,076.0 ) Obligations outstanding at the end of the year $ 338.1 ​ 7. 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. The assets and liabilities related to our Chef Boyardee ® business classified as held for sale reflected in our Consolidated Balance Sheets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 ​ ​ May 26, 2024 Current assets $ 69.2 ​ $ 61.8 Noncurrent assets (including goodwill of $ 230.4 million) ​ 488.8 ​ ​ 490.1 Current liabilities ​ 2.7 ​ ​ 2.7 Noncurrent liabilities ​ 0.2 ​ ​ 2.9 ​ 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. The assets related to our frozen fish business classified as held for sale reflected in our Consolidated Balance Sheets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 ​ ​ May 26, 2024 Current assets $ 24.9 ​ $ 39.7 Noncurrent assets (including goodwill of $ 17.1 million and $ 26.4 million, respectively) ​ 18.6 ​ ​ 45.9 ​ 52 Table of Contents 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) Agro Tech Foods Limited Divestiture During the first quarter of fiscal 2025, we completed the sale of our 51.8 % ownership stake in Agro Tech Foods Limited (“ATFL”) for net proceeds of $ 76.8 million. Prior to the transaction, our majority ownership of ATFL was consolidated within our International segment. We recognized a loss of $ 2.3 million on the sale within loss on divestitures in the first quarter of fiscal 2025. In connection with this divestiture, we also released $ 41.8 million and $ 38.0 million of currency translation losses from accumulated other comprehensive loss and noncontrolling interests, respectively. 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: ​ ​ ​ ​ ​ ​ May 26, 2024 Current assets $ 32.0 Noncurrent assets (including goodwill of $ 46.4 million) ​ 89.2 Current liabilities ​ 14.8 Noncurrent liabilities ​ 1.9 ​ ​ 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. In addition, we actively market certain other assets from time to time. These assets have also been reclassified as assets held for sale within our Consolidated Balance Sheets for periods prior to the disposal of the individual asset groups. The other assets currently classified as noncurrent assets held for sale in our Consolidated Balance Sheets were $ 25.6 million and $ 25.8 million as of May 25, 2025 and May 26, 2024, respectively. 8. INVESTMENTS IN JOINT VENTURES The total carrying value of our equity method investments at the end of fiscal 2025 and 2024 was $ 936.8 million and $ 931.7 million, respectively. These amounts are included in other assets and reflect our 44 % ownership interest in Ardent Mills and a 50 % ownership interest in one other joint venture. Due to differences in fiscal reporting periods, we recognized the equity method investment earnings on a lag of approximately one month. In fiscal 2025, we had purchases from our equity method investees of $ 31.9 million. Total dividends received from equity method investments in fiscal 2025 were $ 160.3 million. In fiscal 2024, we had purchases from our equity method investees of $ 28.7 million. Total dividends received from equity method investments in fiscal 2024 were $ 251.6 million. In fiscal 2023, we had purchases from our equity method investees of $ 30.8 million. Total dividends received from equity method investments in fiscal 2023 were $ 138.4 million. 53 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ Ardent Mills ​ $ 3,998.2 ​ $ 4,597.9 ​ $ 5,239.9 Other ​ ​ 339.3 ​ ​ 361.4 ​ ​ 283.3 Total net sales ​ $ 4,337.5 ​ $ 4,959.3 ​ $ 5,523.2 Gross profit: ​ ​ ​ ​ ​ ​ ​ ​ ​ Ardent Mills ​ $ 656.2 ​ $ 642.0 ​ $ 745.4 Other ​ ​ 85.0 ​ ​ 87.1 ​ ​ 59.4 Total gross profit ​ $ 741.2 ​ $ 729.1 ​ $ 804.8 Earnings after income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ Ardent Mills ​ $ 369.2 ​ $ 361.5 ​ $ 453.2 Other ​ ​ 40.5 ​ ​ 37.4 ​ ​ 22.3 Total earnings after income taxes ​ $ 409.7 ​ $ 398.9 ​ $ 475.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 May 26, 2024 Ardent Mills: ​ ​ ​ ​ ​ ​ Current assets ​ $ 1,365.2 ​ $ 1,430.0 Noncurrent assets ​ ​ 1,840.6 ​ ​ 1,862.9 Current liabilities ​ ​ 521.9 ​ ​ 668.5 Noncurrent liabilities ​ ​ 571.5 ​ ​ 569.0 Other: ​ ​ ​ ​ ​ ​ Current assets ​ $ 142.0 ​ $ 157.2 Noncurrent assets ​ ​ 50.5 ​ ​ 48.9 Current liabilities ​ ​ 46.5 ​ ​ 57.1 Noncurrent liabilities ​ ​ 2.6 ​ ​ 3.2 ​ ​ 9. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The change in the carrying amount of goodwill for fiscal 2025 and 2024, excluding amounts classified as held for sale (see Note 7), was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated & ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Snacks Frozen International Foodservice Total Balance as of May 28, 2023 ​ $ 4,486.8 ​ $ 5,443.1 ​ $ 202.6 ​ $ 720.1 ​ $ 10,852.6 Currency translation ​ ​ — ​ ​ — ​ ​ ( 0.2 ) ​ ​ — ​ ​ ( 0.2 ) Impairment ​ ​ — ​ ​ ( 526.5 ) ​ ​ — ​ ​ — ​ ​ ( 526.5 ) Balance as of May 26, 2024 ​ $ 4,486.8 ​ $ 4,916.6 ​ $ 202.4 ​ $ 720.1 ​ $ 10,325.9 Currency translation ​ ​ — ​ ​ — ​ ​ ( 0.3 ) ​ ​ — ​ ​ ( 0.3 ) Acquisitions ​ ​ 176.3 ​ ​ — ​ ​ — ​ ​ — ​ ​ 176.3 Balance as of May 25, 2025 ​ $ 4,663.1 ​ $ 4,916.6 ​ $ 202.1 ​ $ 720.1 ​ $ 10,501.9 ​ Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 ​ ​ Gross Carrying ​ Accumulated ​ Gross Carrying ​ Accumulated ​ Amount Amortization Amount Amortization Non-amortizing intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brands and trademarks ​ $ 1,800.5 ​ $ — ​ $ 1,816.8 ​ $ — Amortizing intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships and intellectual property ​ ​ 1,215.9 ​ ​ 595.3 ​ ​ 1,210.6 ​ ​ 542.6 ​ ​ $ 3,016.4 ​ $ 595.3 ​ $ 3,027.4 ​ $ 542.6 54 Table of Contents 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) ​ 2025 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing During the second quarter of fiscal 2025, we reorganized our reporting units in the Refrigerated & Frozen and Grocery & Snacks segments. This required us to reassign assets and liabilities between the reporting units, assess whether there were indicators of impairment for the impacted reporting units, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks). The fair value of our reporting units 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. 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. 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. 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 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. These charges were recorded within other intangible asset impairment charges in our Grocery & Snacks and Refrigerated & Frozen segments. There were no impairments to goodwill. In the fourth quarter of fiscal 2025, we performed our annual goodwill impairment assessment on all of our reporting units and found no indicators of impairment. 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. 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. 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. 2024 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing In the fourth quarter of fiscal 2024 , we performed our annual goodwill impairment assessment on all of our reporting units. We completed a qualitative assessment on all of our reporting units with the exception of our Sides, Components, Enhancers reporting unit. We completed a quantitative impairment test for our Sides, Components, Enhancers reporting unit with the assistance of a third-party valuation specialist using both a discounted cash flow method and guideline public company method as a result of lower market multiples in our industry as of our testing date. In estimating the fair value of this reporting unit, we selected a market multiple of 9.0- 9.5x using actual and estimated EBITDA for our guideline public company method. We used a discount rate of 8.50% and a terminal growth rate that approximated 1% for our discounted cash flow approach. As a result of our impairment tests, we recognized goodwill impairment charges of $ 526.5 million within goodwill impairment charges. 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. 55 Table of Contents 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) 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. All brands were negatively impacted by an increase in our discount rate in response to the economic environment (higher interest rates including an increase in certain brand specific risk premiums) since our last annual impairment test. Our two largest impairments were related to Birds Eye ® and Earth Balance ® in the amount of $ 255.4 million and $ 72.1 million, respectively. Both of these brands were negatively impacted by volume declines in fiscal 2024 driven by lower consumption trends, which also resulted in revised sales growth expectations. 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 Amortizing intangible assets, carrying a remaining weighted-average life of approximately 16 years , are principally composed of customer relationships and acquired intellectual property. For fiscal 2025, 2024, and 2023, we recognized amortization expense of $ 53.7 million, $ 53.6 million, and $ 56.8 million, respectively. Based on amortizing assets recognized in our Consolidated Balance Sheet as of May 25, 2025, amortization expense for the next five years is estimated to be as follows: ​ ​ ​ ​ ​ 2026 ​ $ 43.4 2027 ​ ​ 43.2 2028 ​ ​ 40.8 2029 ​ ​ 39.5 2030 ​ ​ 39.2 ​ 10. 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. 56 Table of Contents 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 following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Net income attributable to Conagra Brands, Inc. common stockholders: ​ $ 1,152.4 ​ $ 347.2 ​ $ 683.6 Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average shares outstanding ​ ​ 478.3 ​ ​ 478.6 ​ ​ 478.9 Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities ​ ​ 1.4 ​ ​ 1.4 ​ ​ 1.8 Diluted weighted average shares outstanding ​ ​ 479.7 ​ ​ 480.0 ​ ​ 480.7 ​ 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. 11. INVENTORIES The major classes of inventories, excluding amounts classified as held for sale (see Note 7), were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 ​ May 26, 2024 Raw materials and packaging ​ $ 300.8 ​ $ 297.8 Work in process ​ ​ 243.5 ​ ​ 277.1 Finished goods ​ ​ 1,393.0 ​ ​ 1,301.0 Supplies and other ​ ​ 111.0 ​ ​ 105.6 Total ​ $ 2,048.3 ​ $ 1,981.5 ​ ​ ​ ​ 12. CAPITAL STOCK The total number of shares we are authorized to issue is 1,218,050,000 shares, which shares may be issued as follows: 1,200,000,000 shares of common stock, par value $ 5.00 per share; 150,000 shares of Class B Preferred Stock, par value $ 50.00 per share; 250,000 shares of Class C Preferred Stock, par value $ 100.00 per share; 1,100,000 shares of Class D Preferred Stock, no par value per share; and 16,550,000 shares of Class E Preferred Stock, no par value per share. There were no preferred shares issued or outstanding as of May 25, 2025. We have repurchased our shares of common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board. We repurchased 2.1 million shares of our common stock for approximately $ 64.0 million in fiscal 2025 and 4.2 million shares of our common stock for approximately $ 150.0 million in fiscal 2023. 13. SHARE-BASED PAYMENTS In accordance with stockholder-approved equity incentive plans, we grant stock-based compensation awards, including restricted stock units, performance shares, performance-based restricted stock units, and stock options. The shares delivered upon vesting or lapse of restriction under any such arrangement may consist, in whole or part, of treasury stock or authorized but unissued stock, not reserved for any other purpose. On September 14, 2023, our stockholders approved the Conagra Brands, Inc. 2023 Stock Plan (the “Plan”). The Plan authorizes the issuance of up to 17.4 million shares of Conagra Brands common stock. In addition to the shares under the 2023 Stock Plan, certain shares of Conagra Brands common stock subject to outstanding awards under predecessor stock plans that expire, lapse, are cancelled, terminated, forfeited, otherwise become unexercisable, or are settled for cash are available for issuance. At May 25, 2025, approximately 13.8 million shares remained reserved for granting new share-based awards. 57 Table of Contents 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) Share Unit Awards In accordance with stockholder-approved equity incentive plans, we grant awards of restricted stock units (“share units”) to employees and directors. These awards generally have requisite service periods of three years. Under each such award, stock is issued without direct cost to the employee. We estimate the fair value of the share units based upon the market price of our stock at the date of grant. Certain share unit grants do not provide for the payment of dividend equivalents to the participant during the requisite service period (the “vesting period”). For those grants, the value of the grants is reduced by the net present value of the foregone dividend equivalent payments. We recognize compensation expense for share unit awards on a straight-line basis over the requisite service period, accounting for forfeitures as they occur. The compensation expense for our stock-settled share unit awards totaled $ 47.3 million, $ 38.5 million, and $ 34.2 million for fiscal 2025, 2024, and 2023, respectively. The tax benefit related to the stock-settled share unit award compensation expense for fiscal 2025, 2024, and 2023 was $ 9.5 million, $ 7.7 million, and $ 6.2 million, respectively. The following table summarizes the nonvested share units as of May 25, 2025 and changes during the fiscal year then ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-Settled ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ Share Units ​ Grant-Date Share Units (in Millions) Fair Value Nonvested share units at May 26, 2024 ​ ​ 3.65 ​ $ 33.01 Granted ​ ​ 2.20 ​ $ 27.34 Vested/Issued ​ ​ ( 1.46 ) ​ $ 33.33 Forfeited ​ ​ ( 0.16 ) ​ $ 31.45 Nonvested share units at May 25, 2025 ​ ​ 4.23 ​ $ 31.29 ​ During fiscal 2025, 2024, and 2023, we granted 2.2 million, 2.0 million, and 1.6 million stock-settled share units, respectively, with a weighted average grant date fair value of $ 27.34 , $ 30.20 , and $ 33.28 per share unit, respectively. The total intrinsic value of stock-settled share units vested was $ 43.1 million, $ 28.3 million, and $ 34.7 million during fiscal 2025, 2024, and 2023, respectively. At May 25, 2025, we had $ 52.8 million of total unrecognized compensation expense that will be recognized over a weighted average period of 1.7 years related to stock-settled share unit awards. Performance Share Awards 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. For each of the 2025 performance period, 2026 performance period, and 2027 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. Dividend equivalents are paid on the portion of performance shares actually earned at our regular dividend rate in additional shares of common stock. 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 58 Table of Contents 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) 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. A summary of the activity for performance share awards as of May 25, 2025 and changes during the fiscal year then ended is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ Share Units ​ Grant-Date Performance Shares (in Millions) Fair Value Nonvested performance shares at May 26, 2024 ​ ​ 1.98 ​ $ 33.11 Granted ​ ​ 0.72 ​ $ 29.86 Adjustments for performance results attained and dividend equivalents ​ ​ 0.12 ​ $ 34.13 Vested/Issued ​ ​ ( 0.57 ) ​ $ 34.11 Forfeited ​ ​ ( 0.03 ) ​ $ 30.89 Nonvested performance shares at May 25, 2025 ​ ​ 2.22 ​ $ 31.88 ​ 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. The tax benefit related to the compensation expense for fiscal 2023 was $ 1.7 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. Based on estimates at May 25, 2025, we had $ 3.6 million of total unrecognized compensation expense related to performance shares that will be recognized over a weighted average period of 1.5 years. Stock Option Awards In accordance with stockholder-approved equity incentive plans, we granted stock options to employees and directors for the purchase of common stock at prices equal to its fair value at the date of grant. Stock options become exercisable under various vesting schedules (typically three years ) and generally expire seven to ten years after the date of grant. 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. 14. PRE-TAX INCOME AND INCOME TAXES Pre-tax income (including equity method investment earnings) consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 United States ​ $ 1,047.1 ​ $ 538.4 ​ $ 803.9 Foreign ​ ​ 109.1 ​ ​ 71.8 ​ ​ 98.0 ​ ​ $ 1,156.2 ​ $ 610.2 ​ $ 901.9 ​ 59 Table of Contents 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 provision for income taxes included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Current ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 171.7 ​ $ 281.2 ​ $ 304.6 State ​ ​ 28.1 ​ ​ 46.1 ​ ​ 42.5 Foreign ​ ​ 28.0 ​ ​ 28.3 ​ ​ 25.7 ​ ​ ​ 227.8 ​ ​ 355.6 ​ ​ 372.8 Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ ( 207.5 ) ​ ​ ( 66.7 ) ​ ​ ( 135.8 ) State ​ ​ ( 14.7 ) ​ ​ ( 17.6 ) ​ ​ ( 14.4 ) Foreign ​ ​ ( 1.9 ) ​ ​ ( 8.8 ) ​ ​ ( 3.9 ) ​ ​ ​ ( 224.1 ) ​ ​ ( 93.1 ) ​ ​ ( 154.1 ) ​ ​ $ 3.7 ​ $ 262.5 ​ $ 218.7 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Computed U.S. Federal income taxes ​ $ 242.8 ​ $ 128.1 ​ $ 189.4 State income taxes, net of U.S. Federal tax impact ​ ​ 36.7 ​ ​ 25.8 ​ ​ 28.9 Goodwill and intangible impairments ​ ​ 1.8 ​ ​ 107.6 ​ ​ 27.5 Federal audit settlements ​ ​ ( 225.8 ) ​ ​ — ​ ​ — Change of valuation allowance due to certain tax elections ​ ​ ( 27.7 ) ​ ​ — ​ ​ ( 28.1 ) Incentive compensation ​ ​ 1.0 ​ ​ 1.8 ​ ​ 11.1 Tax credits ​ ​ ( 27.9 ) ​ ​ ( 9.8 ) ​ ​ ( 7.5 ) Tax on unremitted foreign earnings ​ ​ 1.9 ​ ​ 10.6 ​ ​ 4.7 Other ​ ​ 0.9 ​ ​ ( 1.6 ) ​ ​ ( 7.3 ) ​ ​ $ 3.7 ​ $ 262.5 ​ $ 218.7 ​ Income taxes paid, net of refunds, were $ 227.8 million, $ 343.3 million, and $ 407.1 million in fiscal 2025, 2024, and 2023, respectively. 60 Table of Contents 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 tax effect of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 ​ ​ May 26, 2024 ​ Assets Liabilities Assets Liabilities Property, plant and equipment ​ $ — ​ $ 275.1 ​ $ — ​ $ 305.5 Inventory ​ ​ 14.2 ​ ​ — ​ ​ 20.8 ​ ​ — Goodwill, trademarks and other intangible assets ​ ​ 378.0 ​ ​ 842.8 ​ ​ 436.2 ​ ​ 842.7 Right-of-use assets ​ ​ — ​ ​ 51.1 ​ ​ — ​ ​ 42.0 Accrued expenses ​ ​ 19.1 ​ ​ — ​ ​ 17.7 ​ ​ — Compensation related liabilities ​ ​ 29.7 ​ ​ — ​ ​ 31.3 ​ ​ — Pension and other postretirement benefits ​ ​ — ​ ​ 49.0 ​ ​ — ​ ​ 28.5 Investment in unconsolidated subsidiaries ​ ​ — ​ ​ 28.6 ​ ​ — ​ ​ 21.3 Lease liabilities ​ ​ 59.4 ​ ​ — ​ ​ 50.7 ​ ​ — Other liabilities that will give rise to future tax deductions ​ ​ 65.2 ​ ​ — ​ ​ 67.4 ​ ​ — Net capital and operating loss carryforwards ​ ​ 29.0 ​ ​ — ​ ​ 36.0 ​ ​ — Research expenditures ​ ​ 45.1 ​ ​ — ​ ​ 34.5 ​ ​ — Federal credits ​ ​ 23.8 ​ ​ — ​ ​ 9.4 ​ ​ — Other ​ ​ 28.7 ​ ​ 33.4 ​ ​ 30.1 ​ ​ 49.5 ​ ​ ​ 692.2 ​ ​ 1,280.0 ​ ​ 734.1 ​ ​ 1,289.5 Less: Valuation allowance ​ ​ ( 209.4 ) ​ ​ — ​ ​ ( 457.2 ) ​ ​ — Net deferred taxes ​ $ 482.8 ​ $ 1,280.0 ​ $ 276.9 ​ $ 1,289.5 ​ The liability for gross unrecognized tax benefits at May 25, 2025 was $ 11.0 million, excluding a related liability of $ 3.6 million for gross interest and penalties. As of May 26, 2024, our gross liability for unrecognized tax benefits was $ 21.7 million, excluding a related liability of $ 4.1 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. The net amount of unrecognized tax benefits at May 25, 2025 and May 26, 2024 that, if recognized, would favorably impact our effective tax rate was $ 9.3 million and $ 19.5 million, respectively. We accrue interest and penalties associated with uncertain tax positions as part of income tax expense. We conduct business and file tax returns in numerous countries, states, and local jurisdictions. The U.S. Internal Revenue Service (“IRS”) has completed its audit of the Company for tax years through fiscal 2021. All resulting significant items for fiscal 2021 and prior years have been settled with the IRS. Statutes of limitation for pre-acquisition tax years of Pinnacle generally remain open for calendar year 2005 and subsequent years principally related to net operating losses. 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. 61 Table of Contents 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 25, 2025 and May 26, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 May 26, 2024 Beginning balance ​ $ 21.7 ​ $ 23.7 Increases from positions established during prior periods ​ ​ 0.9 ​ ​ 0.3 Decreases from positions established during prior periods ​ ​ ( 0.8 ) ​ ​ — Increases from positions established during the current period ​ ​ 0.8 ​ ​ 1.9 Reductions resulting from lapse of applicable statute of limitation ​ ​ ( 2.0 ) ​ ​ ( 4.3 ) Decrease from audit settlements ​ ​ ( 9.3 ) ​ ​ — Other adjustments to liability ​ ​ ( 0.3 ) ​ ​ 0.1 Ending balance ​ $ 11.0 ​ $ 21.7 ​ We have approximately $ 25.6 million in foreign net operating loss carryforwards which expire between fiscal 2030 and 2045 and $ 34.2 million of federal net operating loss carryforwards which expire in fiscal 2027. Included in net deferred tax liabilities are $ 17.7 million of tax effected state net operating loss carryforwards which expire in various years ranging from fiscal 2026 to 2045 and $ 2.2 million of tax effected state capital loss balances that expire between fiscal 2027 and 2037. Foreign tax credits of $ 23.4 million will expire between fiscal 2026 and 2035. State tax credits of approximately $ 3.0 million will expire in various years ranging from fiscal 2026 to 2031. In fiscal 2022, we reflected additional tax expense of $ 25.0 million related to tax elections made in conjunction with filing our fiscal 2021 federal tax return. During fiscal 2025, interactions with the U.S. Internal Revenue Service (IRS) regarding these tax elections make the realization of certain deferred tax assets likely. The realization of these deferred tax assets allows for both current and future tax deductions through 2036, and resulted in an income tax benefit of approximately $ 225.8 million. 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 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. parent in a tax-neutral transaction. Accordingly, we have recorded a deferred tax liability of $ 1.8 million on approximately $ 36.8 million of earnings at May 25, 2025. The deferred tax liability relates to local withholding taxes that will be owed when this cash is distributed. In the first quarter of fiscal 2025, we paid $ 16.9 million of withholding taxes previously accrued in connection with the restructuring of our ownership interest in Ardent Mills. The undistributed historic earnings in our foreign subsidiaries through May 30, 2021 are considered to be indefinitely reinvested or can be remitted in a tax-neutral transaction. Accordingly, we have not recorded a deferred tax liability related to these undistributed historic earnings. On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. 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. 15. LEASES We have operating and finance leases of certain warehouses, plants, land, office space, production and distribution equipment, automobiles, and office equipment. We determine whether an agreement is or contains a lease at lease inception. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. 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 62 Table of Contents 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. 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. Any lease arrangements with an initial term of twelve months or less are not recorded on our Consolidated Balance Sheet. We recognize lease cost for these lease arrangements on a straight-line basis over the lease term. Our lease terms may include options to extend or terminate the lease. We consider these options in determining the lease term used to establish our ROU asset and lease liabilities. A limited number of our lease agreements include rental payments adjusted periodically for inflation. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Balance Sheet Location May 25, 2025 May 26, 2024 ROU assets, net ​ Other assets ​ $ 209.7 ​ $ 171.3 Lease liabilities (current) ​ Other accrued liabilities ​ ​ 39.7 ​ ​ 36.7 Lease liabilities (noncurrent) ​ Other noncurrent liabilities ​ ​ 203.3 ​ ​ 169.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance Leases ​ Balance Sheet Location May 25, 2025 May 26, 2024 ROU assets, at cost ​ Property, plant and equipment ​ $ 364.9 ​ $ 377.0 Less accumulated depreciation ​ Less accumulated depreciation ​ ​ ( 98.3 ) ​ ​ ( 97.5 ) ROU assets, net ​ Property, plant and equipment, net ​ ​ 266.6 ​ ​ 279.5 Lease liabilities (current) ​ Current installments of long-term debt ​ ​ 29.4 ​ ​ 20.2 Lease liabilities (noncurrent) ​ Senior long-term debt, excluding current installments ​ ​ 237.8 ​ ​ 253.5 ​ The components of total lease cost were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Operating lease cost ​ $ 47.6 ​ $ 53.1 ​ $ 55.3 Finance lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of leased assets ​ ​ 23.4 ​ ​ 23.2 ​ ​ 16.8 Interest on lease liabilities ​ ​ 13.7 ​ ​ 12.0 ​ ​ 5.3 Short-term lease cost ​ ​ 7.9 ​ ​ 11.2 ​ ​ 11.0 Total lease cost ​ $ 92.6 ​ $ 99.5 ​ $ 88.4 ​ The weighted-average remaining lease terms and weighted-average discount rate for our leases as of May 25, 2025 and May 26, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Finance Leases ​ 2025 2024 2025 2024 Weighted-average remaining lease term (in years) ​ 6.8 ​ 6.5 ​ 13.8 ​ 14.8 Weighted-average discount rate ​ 4.15 % ​ 3.87 % ​ 5.26 % ​ 5.25 % ​ 63 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash outflows from operating leases ​ $ 51.0 ​ $ 52.1 ​ $ 57.7 Operating cash outflows from finance leases ​ ​ 13.7 ​ ​ 5.8 ​ ​ 5.3 Financing cash outflows from finance leases ​ ​ 31.3 ​ ​ 22.7 ​ ​ 25.0 ROU assets obtained in exchange for new lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 77.3 ​ ​ 27.5 ​ ​ 34.2 Finance leases ​ ​ 24.0 ​ ​ 177.3 ​ ​ 7.8 ​ Maturities of lease liabilities by fiscal year as of May 25, 2025 were as follows (inclusive of amounts classified as held for sale): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases Total 2026 ​ $ 50.3 ​ $ 42.3 ​ $ 92.6 2027 ​ ​ 43.4 ​ ​ 26.3 ​ ​ 69.7 2028 ​ ​ 41.1 ​ ​ 25.7 ​ ​ 66.8 2029 ​ ​ 32.3 ​ ​ 25.3 ​ ​ 57.6 2030 ​ ​ 26.4 ​ ​ 26.7 ​ ​ 53.1 Later years ​ ​ 85.9 ​ ​ 237.5 ​ ​ 323.4 Total lease payments ​ ​ 279.4 ​ ​ 383.8 ​ ​ 663.2 Less: Imputed interest ​ ​ ( 36.4 ) ​ ​ ( 116.6 ) ​ ​ ( 153.0 ) Total lease liabilities ​ $ 243.0 ​ $ 267.2 ​ $ 510.2 ​ 16. 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 $ 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. 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. 64 Table of Contents 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) Environmental Matters U.S. Securities and Exchange Commission (the “SEC”) regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company uses a threshold of $ 1.0 million for purposes of determining whether disclosure of any such proceedings is required. We are a party to certain environmental proceedings relating to businesses divested by Beatrice prior to our acquisition in fiscal 1991, including litigation and administrative proceedings involving Beatrice’s possible status as a potentially responsible party at approximately 35 Superfund, proposed Superfund, or state-equivalent sites (the “Beatrice sites”). The Beatrice sites consist of locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, polychlorinated biphenyls, acids, lead, sulfur, tannery wastes, and/or other contaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The accrual for Beatrice-related environmental matters totaled $ 36.0 million ($ 3.2 million within other accrued liabilities and $ 32.8 million within other noncurrent liabilities ) as of May 25, 2025 and $ 39.3 million ($ 3.3 million within other accrued liabilities and $ 36.0 million within other noncurrent liabilities ) as of May 26, 2024, 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. 17. DERIVATIVE FINANCIAL INSTRUMENTS Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives. 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. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. 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. 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. 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. 65 Table of Contents 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 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. 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 May 25, 2025 was $ 25.3 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Net derivative gains (losses) incurred ​ $ 6.8 ​ $ 2.9 ​ $ ( 17.6 ) Less: Net derivative gains (losses) allocated to reporting segments ​ ​ ( 1.4 ) ​ ​ ( 13.2 ) ​ ​ 19.5 Net derivative gains (losses) recognized in general corporate expenses ​ $ 8.2 ​ $ 16.1 ​ $ ( 37.1 ) Net derivative gains (losses) allocated to Grocery & Snacks ​ $ ( 4.8 ) ​ $ ( 6.1 ) ​ $ 6.0 Net derivative gains (losses) allocated to Refrigerated & Frozen ​ ​ ( 3.1 ) ​ ​ ( 1.2 ) ​ ​ 9.6 Net derivative gains (losses) allocated to International ​ ​ 7.1 ​ ​ ( 5.6 ) ​ ​ 2.5 Net derivative gains (losses) allocated to Foodservice ​ ​ ( 0.6 ) ​ ​ ( 0.3 ) ​ ​ 1.4 Net derivative gains (losses) included in segment operating profit ​ $ ( 1.4 ) ​ $ ( 13.2 ) ​ $ 19.5 ​ As of May 25, 2025, the cumulative amount of net derivative gains from economic hedges that had been recognized in general corporate expenses and not yet allocated to reporting segments was $ 3.1 million. This amount reflected net gains of $ 2.8 million incurred during the fiscal year ended May 25, 2025, as well as net gains of $ 0.3 million incurred prior to fiscal 2025. 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 $ 2.7 million in fiscal 2026 and net gains of $ 0.4 million in fiscal 2027 and thereafter. Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk We may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in SG&A expenses. These substantially offset the foreign currency transaction gains or losses recognized as values of the monetary assets or liabilities being economically hedged change. As of May 25, 2025, and May 26, 2024, there were no derivative instruments used to economically hedge our monetary assets or liabilities. All derivative instruments are recognized in our Consolidated Balance Sheets at fair value (refer to Note 19 for additional information related to fair value measurements). The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with U.S. 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. 66 Table of Contents 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) 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 May 26, 2024 Prepaid expenses and other current assets ​ $ 4.7 ​ $ 3.0 Other accrued liabilities ​ ​ 5.1 ​ ​ 3.6 ​ The following table presents our derivative assets and liabilities at May 25, 2025, on a gross basis, prior to the setoff of $ 0.8 million to total derivative assets and $ 1.1 million to total derivative liabilities where legal right of setoff existed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts ​ Prepaid expenses and other current assets ​ $ 5.5 ​ Other accrued liabilities ​ $ 2.6 Foreign exchange contracts ​ Prepaid expenses and other current assets ​ ​ — ​ Other accrued liabilities ​ ​ 3.6 Total derivatives not designated as hedging instruments ​ ​ ​ $ 5.5 ​ ​ ​ $ 6.2 ​ The following table presents our derivative assets and liabilities, at May 26, 2024, on a gross basis, prior to the setoff of $ 1.5 million to total derivative assets and $ 0.3 million to total derivative liabilities where legal right of setoff existed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts ​ Prepaid expenses and other current assets ​ $ 3.8 ​ Other accrued liabilities ​ $ 2.6 Foreign exchange contracts ​ Prepaid expenses and other current assets ​ ​ 0.7 ​ Other accrued liabilities ​ ​ 1.3 Total derivatives not designated as hedging instruments ​ ​ ​ $ 4.5 ​ ​ ​ $ 3.9 ​ The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Consolidated Statements of Earnings were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Year Ended May 25, 2025 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 Commodity contracts ​ Cost of goods sold ​ $ 2.5 Foreign exchange contracts ​ Cost of goods sold ​ ​ 4.3 Total gains from derivative instruments not designated as hedging instruments ​ ​ ​ $ 6.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Commodity contracts ​ Cost of goods sold ​ $ 6.9 Foreign exchange contracts ​ Cost of goods sold ​ ​ ( 4.0 ) Total losses from derivative instruments not designated as hedging instruments ​ ​ ​ $ 2.9 67 Table of Contents 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 the Fiscal Year Ended May 28, 2023 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 Commodity contracts ​ Cost of goods sold ​ $ ( 19.7 ) Foreign exchange contracts ​ Cost of goods sold ​ ​ 2.1 Total gains from derivative instruments not designated as hedging instruments ​ ​ ​ $ ( 17.6 ) ​ As of May 25, 2025, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 140.2 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. The notional amount of our foreign currency forward and cross currency swap contracts as of May 25, 2025 and May 26, 2024 was $ 93.5 million and $ 101.5 million, respectively. We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges. At May 25, 2025, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed to perform according to the terms of the contracts was immaterial. 18. 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. Effective August 1, 2013, our defined benefit pension plan for eligible salaried employees was closed to new hire salaried employees. New hire salaried employees will generally be eligible to participate in our defined contribution plan. During fiscal 2025, we transferred $ 760.6 million of our U.S. defined benefit pension plan obligations to an insurance company through the purchase of an irrevocable group annuity contract (the “U.S. buy-out contract”). This included approximately 22,000 retired participants in the salaried and hourly pension plans. The group annuity contract was purchased and funded directly with $ 678.3 million from the assets of our pension plans, resulting in an actuarial gain of $ 82.3 million in other comprehensive income (loss). As a result of this transaction, we recognized a noncash pre-tax settlement gain of $ 13.0 million in pension and postretirement non-service income in the fourth quarter of fiscal 2025. During the second quarter of fiscal 2024, the Company provided a voluntary lump-sum settlement offer to certain vested participants in the salaried and hourly pension plans in order to reduce a portion of the pension obligation. During the third quarter of fiscal 2024, approximately $ 135 million was distributed from the pension plan assets in connection with this offer. The lump-sum settlement did exceed our service and interest cost for our hourly pension plans, which required a remeasurement in the third quarter of fiscal 2024. In connection with the remeasurement, we updated the effective discount rate assumption for the impacted pension plan obligations from 5.52 % to 5.20 %, as of December 31, 2023. The settlement and related remeasurement resulted in the recognition of an immaterial settlement loss, reflected in pension and postretirement non-service income, as well as a loss in other comprehensive income (loss) totaling $ 6.8 million in the third quarter of fiscal 2024. ​ 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 68 Table of Contents 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) cost. 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 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. Amounts are included in the components of pension and postretirement plan costs, below, as recognized net actuarial loss (gain). The changes in benefit obligations and plan assets at May 25, 2025 and May 26, 2024 are presented in the following table. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2025 2024 2025 2024 Change in Benefit Obligation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Benefit obligation at beginning of year ​ $ 2,574.7 ​ $ 2,800.2 ​ $ 48.1 ​ $ 53.2 Service cost ​ ​ 5.5 ​ ​ 5.8 ​ ​ 0.1 ​ ​ 0.1 Interest cost ​ ​ 136.1 ​ ​ 144.7 ​ ​ 2.4 ​ ​ 2.5 Amendments ​ ​ 0.1 ​ ​ 0.3 ​ ​ — ​ ​ — Actuarial loss (gain) ​ ​ ( 148.6 ) ​ ​ ( 31.2 ) ​ ​ 4.4 ​ ​ ( 0.8 ) Plan settlements ​ ​ ( 679.4 ) ​ ​ ( 70.8 ) ​ ​ — ​ ​ — Benefits paid ​ ​ ( 194.6 ) ​ ​ ( 274.3 ) ​ ​ ( 6.7 ) ​ ​ ( 6.9 ) Benefit obligation at end of year ​ $ 1,693.8 ​ $ 2,574.7 ​ $ 48.3 ​ $ 48.1 Change in Plan Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value of plan assets at beginning of year ​ $ 2,738.9 ​ $ 2,948.5 ​ $ 3.7 ​ $ 3.5 Actual return on plan assets ​ ​ 70.0 ​ ​ 118.4 ​ ​ ( 3.7 ) ​ ​ 0.2 Employer contributions ​ ​ 11.9 ​ ​ 12.2 ​ ​ 6.7 ​ ​ 6.9 Plan settlements ​ ​ ( 679.4 ) ​ ​ ( 65.9 ) ​ ​ — ​ ​ — Benefits paid ​ ​ ( 194.6 ) ​ ​ ( 274.3 ) ​ ​ ( 6.7 ) ​ ​ ( 6.9 ) Fair value of plan assets at end of year ​ $ 1,946.8 ​ $ 2,738.9 ​ $ — ​ $ 3.7 ​ 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 %. The funded status and amounts recognized in our Consolidated Balance Sheets at May 25, 2025 and May 26, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2025 2024 2025 2024 Funded Status ​ $ 253.0 ​ $ 164.2 ​ $ ( 48.3 ) ​ $ ( 44.4 ) Amounts Recognized in Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other assets ​ $ 342.8 ​ $ 260.1 ​ $ — ​ $ 3.5 Other accrued liabilities ​ ​ ( 9.4 ) ​ ​ ( 9.3 ) ​ ​ ( 6.6 ) ​ ​ ( 6.5 ) Other noncurrent liabilities ​ ​ ( 80.4 ) ​ ​ ( 86.6 ) ​ ​ ( 41.7 ) ​ ​ ( 41.4 ) Net Amount Recognized ​ $ 253.0 ​ $ 164.2 ​ $ ( 48.3 ) ​ $ ( 44.4 ) Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Actuarial net loss (gain) ​ $ ( 49.6 ) ​ $ 8.3 ​ $ ( 33.1 ) ​ $ ( 42.7 ) Net prior service cost (benefit) ​ ​ 6.8 ​ ​ 6.2 ​ ​ ( 5.7 ) ​ ​ ( 7.5 ) Total ​ $ ( 42.8 ) ​ $ 14.5 ​ $ ( 38.8 ) ​ $ ( 50.2 ) Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 25, 2025 and May 26, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rate ​ ​ 5.91 % ​ ​ 5.58 % ​ ​ 5.43 % ​ ​ 5.41 % Long-term rate of compensation increase ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ The accumulated benefit obligation for all defined benefit pension plans was $ 1.69 billion and $ 2.57 billion at May 25, 2025 and May 26, 2024, respectively. 69 Table of Contents 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 25, 2025 and May 26, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 Projected benefit obligation ​ $ 89.8 ​ $ 95.9 Accumulated benefit obligation ​ ​ 89.8 ​ ​ 95.9 ​ Components of pension and postretirement plan costs included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2025 2024 2023 2025 2024 2023 Service cost ​ $ 5.5 ​ $ 5.8 ​ $ 6.5 ​ $ 0.1 ​ $ 0.1 ​ $ 0.1 Interest cost ​ ​ 136.1 ​ ​ 144.7 ​ ​ 124.0 ​ ​ 2.4 ​ ​ 2.5 ​ ​ 2.3 Expected return on plan assets ​ ​ ( 146.3 ) ​ ​ ( 141.3 ) ​ ​ ( 145.9 ) ​ ​ — ​ ​ — ​ ​ — Amortization of prior service cost (benefit) ​ ​ 1.6 ​ ​ 1.6 ​ ​ 1.4 ​ ​ ( 1.7 ) ​ ​ ( 1.7 ) ​ ​ ( 1.7 ) Recognized net actuarial loss (gain) ​ ​ ( 3.5 ) ​ ​ ( 12.5 ) ​ ​ 0.1 ​ ​ ( 1.5 ) ​ ​ ( 4.7 ) ​ ​ ( 4.4 ) Settlement loss (gain) ​ ​ ( 13.0 ) ​ ​ 1.1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Pension and postretirement cost (benefit) — Company plans ​ ​ ( 19.6 ) ​ ​ ( 0.6 ) ​ ​ ( 13.9 ) ​ ​ ( 0.7 ) ​ ​ ( 3.8 ) ​ ​ ( 3.7 ) Pension cost (benefit) — multi-employer plans ​ ​ 9.5 ​ ​ 9.0 ​ ​ 9.2 ​ ​ — ​ ​ — ​ ​ — Total pension and postretirement cost (benefit) ​ $ ( 10.1 ) ​ $ 8.4 ​ $ ( 4.7 ) ​ $ ( 0.7 ) ​ $ ( 3.8 ) ​ $ ( 3.7 ) ​ 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. Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2025 2024 2025 2024 Net actuarial gain (loss) ​ $ 72.3 ​ $ 13.3 ​ $ ( 8.2 ) ​ $ 0.9 Amendments ​ ​ ( 0.1 ) ​ ​ ( 0.3 ) ​ ​ — ​ ​ — Amortization of prior service cost (benefit) ​ ​ 1.6 ​ ​ 1.6 ​ ​ ( 1.7 ) ​ ​ ( 1.7 ) Settlement loss (gain) ​ ​ ( 13.0 ) ​ ​ 1.1 ​ ​ — ​ ​ — Recognized net actuarial gain ​ ​ ( 3.5 ) ​ ​ ( 12.5 ) ​ ​ ( 1.5 ) ​ ​ ( 4.7 ) Net amount recognized ​ $ 57.3 ​ $ 3.2 ​ $ ( 11.4 ) ​ $ ( 5.5 ) ​ Weighted-Average Actuarial Assumptions Used to Determine Net Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2025 2024 2023 2025 2024 2023 Discount rate - interest cost ​ ​ 5.51 % ​ ​ 5.41 % ​ ​ 4.09 % ​ ​ 5.38 % ​ ​ 5.36 % ​ ​ 3.83 % Discount rate - service cost ​ ​ 5.72 % ​ ​ 5.60 % ​ ​ 4.74 % ​ ​ 5.22 % ​ ​ 5.31 % ​ ​ 4.60 % Long-term rate of return on plan assets ​ ​ 5.53 % ​ ​ 5.00 % ​ ​ 4.56 % ​ ​ N/A ​ ​ N/A ​ ​ N/A Long-term rate of compensation increase ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ 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. We amortize prior service cost for our pension and postretirement plans, as well as amortizable gains and losses for our postretirement plans, in equal annual amounts over the average expected future period of vested service. For plans with no active participants, average life expectancy is used instead of average expected useful service. 70 Table of Contents 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) Plan Assets 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Cash and cash equivalents ​ $ ( 0.3 ) ​ $ 93.4 ​ $ — ​ $ 93.1 Equity securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. equity securities ​ ​ 73.6 ​ ​ 25.3 ​ ​ — ​ ​ 98.9 International equity securities ​ ​ 38.3 ​ ​ — ​ ​ — ​ ​ 38.3 Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Government bonds ​ ​ — ​ ​ 373.5 ​ ​ — ​ ​ 373.5 Corporate bonds ​ ​ — ​ ​ 1,145.9 ​ ​ — ​ ​ 1,145.9 Mortgage-backed bonds ​ ​ — ​ ​ 78.0 ​ ​ — ​ ​ 78.0 Net receivables for unsettled transactions ​ ​ ( 43.0 ) ​ ​ — ​ ​ — ​ ​ ( 43.0 ) Fair value measurement of pension plan assets in the fair value hierarchy ​ $ 68.6 ​ $ 1,716.1 ​ $ — ​ $ 1,784.7 Investments measured at net asset value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 162.1 Total pension plan assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,946.8 ​ The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 19, as of May 26, 2024, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Cash and cash equivalents ​ $ 2.2 ​ $ 75.3 ​ $ — ​ $ 77.5 Equity securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. equity securities ​ ​ 71.0 ​ ​ 24.0 ​ ​ — ​ ​ 95.0 International equity securities ​ ​ 34.8 ​ ​ — ​ ​ — ​ ​ 34.8 Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Government bonds ​ ​ — ​ ​ 508.1 ​ ​ — ​ ​ 508.1 Corporate bonds ​ ​ — ​ ​ 1,797.6 ​ ​ — ​ ​ 1,797.6 Mortgage-backed bonds ​ ​ — ​ ​ 53.3 ​ ​ — ​ ​ 53.3 Net payables for unsettled transactions ​ ​ ( 20.6 ) ​ ​ — ​ ​ — ​ ​ ( 20.6 ) Fair value measurement of pension plan assets in the fair value hierarchy ​ $ 87.4 ​ $ 2,458.3 ​ $ — ​ $ 2,545.7 Investments measured at net asset value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 193.2 Total pension plan assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,738.9 ​ Level 1 assets are valued based on quoted prices in active markets for identical securities. The majority of the Level 1 assets listed above include the common stock of both U.S. and international companies, mutual funds, and master limited partnership units, all of which are actively traded and priced in the market. Level 2 assets are valued based on other significant observable inputs including quoted prices for similar securities, yield curves, indices, etc. Level 2 assets consist primarily of individual fixed income securities where values are based on quoted prices of similar securities and observable market data. Level 3 assets consist of investments where active market pricing is not readily available and, as such, fair value is estimated using significant unobservable inputs. Certain assets that are measured at fair value using the net asset value (“NAV”) per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. 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 71 Table of Contents 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. As of May 25, 2025, no such gates were imposed. As of May 25, 2025, we have unfunded commitments for additional investments of $ 32.2 million in private equity funds and $ 6.4 million in natural resources funds. We expect unfunded commitments to be funded from plan assets rather than the general assets of the Company. To develop the expected long-term rate of return on plan assets assumption for the pension plans, we consider the current asset allocation strategy, the historical investment performance, and the expectations for future returns of each asset class. Our pension plan weighted-average asset allocations by asset category were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 25, 2025 ​ ​ May 26, 2024 Equity securities ​ ​ 7 % ​ ​ 5 % Debt securities ​ ​ 81 % ​ ​ 86 % Real estate funds ​ ​ 1 % ​ ​ 1 % Private equity ​ ​ 4 % ​ ​ 4 % Other ​ ​ 7 % ​ ​ 4 % Total ​ ​ 100 % ​ ​ 100 % ​ 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. Assumed health care cost trend rates have a significant effect on the benefit obligation of the postretirement plans. ​ ​ ​ ​ ​ ​ ​ ​ Assumed Health Care Cost Trend Rates at: ​ May 25, 2025 ​ May 26, 2024 Initial health care cost trend rate ​ ​ 6.67 % ​ ​ 6.67 % Ultimate health care cost trend rate ​ ​ 4.42 % ​ ​ 4.42 % Year that the rate reaches the ultimate trend rate ​ ​ 2033 ​ ​ 2033 ​ We currently anticipate making contributions of approximately $ 11.0 million to our pension plans in fiscal 2026. We anticipate making contributions of $ 6.6 million to our other postretirement plans in fiscal 2026. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change. The following table presents estimated future gross benefit payments for our plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension ​ Postretirement ​ Plans Plans 2026 ​ $ 135.1 ​ $ 6.6 2027 ​ ​ 128.6 ​ ​ 6.1 2028 ​ ​ 129.5 ​ ​ 5.6 2029 ​ ​ 130.2 ​ ​ 5.2 2030 ​ ​ 130.5 ​ ​ 4.7 Succeeding 5 years ​ ​ 648.7 ​ ​ 18.3 ​ 72 Table of Contents 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 The Company contributes to several multiemployer defined benefit pension plans under collective bargaining agreements that cover certain units of its union-represented employees. The risks of participating in such plans are different from the risks of single-employer plans, in the following respects: a. Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. b. If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. c. If the Company ceases to have an obligation to contribute to a multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of the Company’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability. The Company’s participation in multiemployer plans for the fiscal year ended May 25, 2025 is outlined in the table below. For each plan that is individually significant to the Company the following information is provided: ● The “EIN / PN” column provides the Employer Identification Number and the three-digit plan number assigned to a plan by the IRS. ● The most recent Pension Protection Act Zone Status available for 2024 and 2023 is for plan years that ended in calendar years 2024 and 2023, respectively. 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 “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than 80 % funded. A plan in the “green” zone has been determined to be neither in “critical status” nor in “endangered status”, and is generally at least 80 % funded. ● The “FIP/RP Status Pending/Implemented” column indicates whether a Funding Improvement Plan, as required under the Code to be adopted by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented by the plan as of the end of the plan year that ended in calendar year 2024. ● Contributions by the Company are the amounts contributed in the Company’s fiscal periods ending in the specified year. ● The “Surcharge Imposed” column indicates whether the Company contribution rate for its fiscal year that ended on May 25, 2025 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status”, in accordance with the requirements of the Code. ● The last column lists the expiration dates of the collective bargaining agreements pursuant to which the Company contributes to the plans. 73 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expiration ​ ​ ​ ​ ​ ​ Pension Protection ​ ​ FIP / ​ ​ Contributions by the ​ ​ ​ ​ ​ Dates of ​ ​ ​ ​ ​ ​ Act Zone Status ​ ​ RP Status ​ ​ Company (millions) ​ ​ ​ ​ ​ Collective ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pending / ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Surcharge ​ ​ Bargaining Pension Fund EIN / PN 2024 2023 Implemented FY25 FY24 FY23 Imposed Agreements Central States, Southeast and Southwest Areas Pension Fund ​ ​ 36-6044243/ 001 ​ ​ Red, Critical and Declining ​ ​ Red, Critical and Declining ​ ​ RP Implemented ​ ​ ​ 2.5 ​ ​ ​ 2.4 ​ ​ ​ 2.6 ​ ​ No ​ ​ 5/31/2029 Western Conference of Teamsters Pension Plan ​ ​ 91-6145047/ 001 ​ ​ Green ​ ​ Green ​ ​ N/A ​ ​ ​ 4.7 ​ ​ ​ 4.3 ​ ​ ​ 4.4 ​ ​ No ​ ​ 4/30/2028 Other Plans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.3 ​ ​ ​ 2.3 ​ ​ ​ 2.2 ​ ​ ​ ​ ​ ​ Total Contributions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 9.5 ​ ​ $ 9.0 ​ ​ $ 9.2 ​ ​ ​ ​ ​ ​ ​ The Company was not listed in the Forms 5500 filed by any of the other plans or for any of the other years as providing more than 5 % of the plan’s total contributions. At the date our financial statements were issued, Forms 5500 were not available for plan years ending in calendar year 2024. Certain employees are covered under defined contribution plans. The expense related to these plans was $ 66.7 million, $ 62.3 million, and $ 59.4 million in fiscal 2025, 2024, and 2023, respectively. 19. 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. 74 Table of Contents 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 following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 25, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ 4.7 ​ $ — ​ $ — ​ $ 4.7 Deferred compensation assets ​ ​ 6.0 ​ ​ — ​ ​ — ​ ​ 6.0 Available-for-sale debt securities ​ ​ — ​ ​ — ​ ​ 2.2 ​ ​ 2.2 Total assets ​ $ 10.7 ​ $ — ​ $ 2.2 ​ $ 12.9 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 5.1 ​ $ — ​ $ 5.1 Deferred compensation liabilities ​ ​ 70.9 ​ ​ — ​ ​ — ​ ​ 70.9 Total liabilities ​ $ 70.9 ​ $ 5.1 ​ $ — ​ $ 76.0 ​ 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 26, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ 2.3 ​ $ 0.7 ​ $ — ​ $ 3.0 Deferred compensation assets ​ ​ 6.3 ​ ​ — ​ ​ — ​ ​ 6.3 Available-for-sale debt securities ​ ​ — ​ ​ — ​ ​ 2.9 ​ ​ 2.9 Total assets ​ $ 8.6 ​ $ 0.7 ​ $ 2.9 ​ $ 12.2 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 3.6 ​ $ — ​ $ 3.6 Deferred compensation liabilities ​ ​ 70.4 ​ ​ — ​ ​ — ​ ​ 70.4 Total liabilities ​ $ 70.4 ​ $ 3.6 ​ $ — ​ $ 74.0 ​ Nonrecurring Fair Value Measurements Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs. Impairment of Assets Held for Sale During fiscal 2025 and 2024, we recognized impairment charges totaling $ 27.2 million in our Refrigerated & Frozen segment and $ 36.4 million in our International segment, respectively. 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 We recognized charges for the impairment of certain indefinite-lived brands in fiscal 2025, 2024, and 2023. The fair values of these brands were estimated using the “relief from royalty” method (see Note 9). Impairments in our Grocery & Snacks segment totaled $ 11.9 million, $ 77.6 million, and $ 78.9 million for fiscal 2025, 2024, and 2023, respectively. Impairments in our Refrigerated & Frozen segment totaled $ 60.2 million, $ 352.6 million, and $ 496.6 million for fiscal 2025, 2024, and 2023, respectively. Impairments in our International segment totaled $ 13.7 million for fiscal 2023. 75 Table of Contents 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 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). Other Asset Impairments In fiscal 2025, we recognized charges of $ 64.7 million in our Refrigerated & Frozen segment for the impairment of certain long-lived assets based upon a discounted cash flow valuation model and included in restructuring activities (see Note 3). The impairments were based upon management’s intent to exit a manufacturing facility which became probable in fiscal 2025, which reduced the future expected cash flows to be generated at this facility. In fiscal 2024, we recognized charges for the impairment of certain long-lived assets based upon a discounted cash flow valuation model and included in restructuring activities (see Note 3). Impairments totaled $ 0.6 million in our Grocery & Snacks segment, $ 17.7 million in our Refrigerated & Frozen segment, and $ 14.1 million in our International segment. The majority of these impairment charges were based upon management’s decision to exit certain manufacturing facilities in fiscal 2024, which reduced the future expected cash flows to be generated at these facilities. Long-Term Debt Fair Value The carrying amount of long-term debt (including current installments) was $ 7.26 billion as of May 25, 2025 and $ 7.51 billion as of May 26, 2024. Based on current market rates, the fair value of this debt (Level 2 liabilities) on May 25, 2025 and May 26, 2024 was estimated at $ 7.03 billion and $ 7.26 billion, respectively. 20. 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 76 Table of Contents 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) unusual gains or losses that are not part of our measurement of segment performance. Corporate unallocated expense; pension and postretirement non-service income (expense); interest expense, net; and equity method investment earnings are centrally managed costs and have been excluded from segment operating profit. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ Total Net sales ​ ​ $ 4,899.3 ​ $ 4,662.3 ​ $ 956.5 ​ $ 1,094.7 ​ $ 11,612.8 Segment cost of goods sold 1 ​ ​ ​ 3,431.4 ​ ​ 3,606.4 ​ ​ 700.7 ​ ​ 885.4 ​ ​ 8,623.9 Segment SG&A expenses 2 ​ ​ ​ 450.9 ​ ​ 404.2 ​ ​ 111.9 ​ ​ 78.3 ​ ​ 1,045.3 Segment operating profit ​ ​ $ 1,017.0 ​ $ 651.7 ​ $ 143.9 ​ $ 131.0 ​ $ 1,943.6 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 399.4 Other intangible asset impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 72.1 Loss on divestitures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 29.5 Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 78.0 Operating profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,364.6 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 25.9 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 416.7 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 182.4 Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,156.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ Total Net sales ​ ​ $ 4,958.7 ​ $ 4,865.5 ​ $ 1,078.3 ​ $ 1,148.4 ​ $ 12,050.9 Segment cost of goods sold 1 ​ ​ ​ 3,404.2 ​ ​ 3,598.3 ​ ​ 792.6 ​ ​ 920.0 ​ ​ 8,715.1 Segment SG&A expenses 2 ​ ​ ​ 454.2 ​ ​ 451.3 ​ ​ 130.6 ​ ​ 77.1 ​ ​ 1,113.2 Segment operating profit ​ ​ $ 1,100.3 ​ $ 815.9 ​ $ 155.1 ​ $ 151.3 ​ $ 2,222.6 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 322.2 Goodwill impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 526.5 Other intangible asset impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 430.2 Loss on divestitures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 36.4 Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 54.5 Operating profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 852.8 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 430.5 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 177.6 Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 610.2 77 Table of Contents 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ Grocery & Snacks ​ ​ Refrigerated & Frozen ​ ​ International ​ ​ Foodservice ​ Total Net sales ​ ​ $ 4,981.9 ​ $ 5,156.2 ​ $ 1,002.5 ​ $ 1,136.4 ​ $ 12,277.0 Segment cost of goods sold 1 ​ ​ ​ 3,462.8 ​ ​ 3,782.1 ​ ​ 751.7 ​ ​ 953.2 ​ ​ 8,949.8 Segment SG&A expenses 2 ​ ​ ​ 432.8 ​ ​ 450.5 ​ ​ 115.8 ​ ​ 79.4 ​ ​ 1,078.5 Segment operating profit ​ ​ $ 1,086.3 ​ $ 923.6 ​ $ 135.0 ​ $ 103.8 ​ $ 2,248.7 General corporate expenses 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 388.9 Goodwill impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 141.7 Other intangible asset impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 589.2 Loss on divestitures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26.7 Other charges, net 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26.9 Operating profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,075.3 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24.2 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 409.6 Equity method investment earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 212.0 Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 901.9 ​ 1 Segment cost of goods sold does not include items recorded in the Cost of goods sold line on our income statement 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 income statement 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 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. ​ The following table presents further disaggregation of our net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Frozen ​ $ 3,945.5 ​ $ 4,061.2 ​ $ 4,288.1 Staples ​ ​ ​ ​ ​ ​ ​ ​ ​ Other shelf-stable ​ ​ 2,790.8 ​ ​ 2,834.1 ​ ​ 2,851.9 Refrigerated ​ ​ 716.8 ​ ​ 804.3 ​ ​ 868.1 Snacks ​ ​ 2,108.5 ​ ​ 2,124.6 ​ ​ 2,130.0 International ​ ​ 956.5 ​ ​ 1,078.3 ​ ​ 1,002.5 Foodservice ​ ​ 1,094.7 ​ ​ 1,148.4 ​ ​ 1,136.4 Total net sales ​ $ 11,612.8 ​ $ 12,050.9 ​ $ 12,277.0 ​ To be consistent with how we present certain disaggregated net sales information to investors, we have categorized certain net sales of our segments as “Staples”, which includes all of our U.S. domestic retail refrigerated products and other shelf-stable grocery products. Management continues to regularly review financial results and make decisions about allocating resources based upon the four reporting segments outlined above. Assets by Segment The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets and capital expenditures by segment. Our 78 Table of Contents 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) 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Grocery & Snacks ​ $ 153.5 ​ $ 149.2 ​ $ 135.7 Refrigerated & Frozen ​ ​ 163.1 ​ ​ 176.2 ​ ​ 161.8 International ​ ​ 14.2 ​ ​ 16.8 ​ ​ 14.8 Foodservice ​ ​ 45.1 ​ ​ 44.5 ​ ​ 43.7 Total Reporting Segments ​ ​ 375.9 ​ ​ 386.7 ​ ​ 356.0 Corporate ​ ​ 14.3 ​ ​ 14.2 ​ ​ 13.9 Total Company ​ $ 390.2 ​ $ 400.9 ​ $ 369.9 ​ Other Information Our operations are principally in the United States. 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 2025, 2024, and 2023. 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. 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. Walmart, Inc. and its affiliates accounted for approximately 16 % and 32 % of consolidated net receivables as of May 25, 2025 and May 26, 2024, respectively. ​ ​ ​ ​ 79 Table of Contents 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) Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Conagra Brands, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting 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). We also have audited the Company’s internal control over financial reporting as of May 25, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. ​ In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 25, 2025 and May 26, 2024, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended May 25, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 25, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention 80 Table of Contents 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) or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. 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. 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 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 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; and ● 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. /s/ KPMG LLP 81 Table of Contents 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) We have served as the Company’s auditor since 2005. Omaha, Nebraska July 10, 2025 ​ ​ 82 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.