CONAGRA BRANDS INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table presents the total number of shares of common stock purchased during the first quarter of fiscal 2022, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program 1 Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program 1 May 31, 2021 through June 27, 2021 — $ — — $ 1,116,576,000 June 28, 2021 through July 25, 2021 1,184,311 $ 34.13 1,184,311 $ 1,076,151,000 July 26, 2021 through August 29, 2021 278,630 $ 34.36 278,630 $ 1,066,577,000 Total Fiscal 2022 First Quarter Activity 1,462,941 $ 34.18 1,462,941 $ 1,066,577,000 1 The Board approved a share repurchase program authorizing the Company to purchase shares of its common stock in December 2003, which share repurchase authorization has been subsequently increased from time to time. On June 27, 2018, we announced that the Board increased the amount of the share repurchase authorization by $1.0 billion. As of August 29, 2021, approximately $1.07 billion of our common stock remained available for purchase under this authorization, which has no expiration. Under the share repurchase authorization, we may repurchase our shares periodically over several years, depending on market conditions and other factors, and may do so in open market purchases or privately negotiated transactions. 32 ITEM 6. EXHIBITS All documents referenced below were filed pursuant to the Securities Exchange Act of 1934, as amended, by Conagra Brands, Inc. (file number 001-07275), unless otherwise noted. EXHIBIT DESCRIPTION 3.1 Amended and Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2016 3.2 Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2020 4.1 Indenture, dated August 12, 2021, by and between Conagra Brands, Inc., and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021 4.2 First Supplemental Indenture, dated August 12, 2021, by and between the Company and U.S. Bank National Association as Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021 10.1 Amendment No. 1, dated as of July 13, 2021, to Amended and Restated Revolving Credit Agreement by and among Conagra Brands, Inc., the banks, financial institutions and other institutional lenders party thereto, as lenders, and Bank of America, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2021 31.1 Section 302 Certificate of Chief Executive Officer 31.2 Section 302 Certificate of Chief Financial Officer 32 Section 906 Certificates 101 The following materials from Conagra Brands' Quarterly Report on Form 10-Q for the quarter ended August 29, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 33 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CONAGRA BRANDS, INC. By: /s/ DAVID S. MARBERGER David S. Marberger Executive Vice President and Chief Financial Officer By: /s/ ROBERT G. WISE Robert G. Wise Senior Vice President and Corporate Controller Dated this 7th day of October, 2021. 34