CONAGRA BRANDS INC. — Director's Dealing 2023

Apr 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2023-04-06

Reporting Person: McGough Thomas M (EVP & Co-COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-06	Common Stock	M	45000	$23.00	Acquired	149858.67	Direct
2023-04-06	Common Stock	S	45000	$38.658	Disposed	104858.67	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-06	Employee Stock Option (right to buy)	$23.00	M	45000	Acquired	2024-07-14	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	111303	Indirect
Common Stock	400	Indirect

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F2: Price reflects the weighted average purchase price for multiple transactions ranging from $38.600 to $38.775 per share, inclusive. The Reporting Person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

F3: Reflects an antidilution adjustment to the number of options and the exercise price for such options, which adjustment was made in connection with the spinoff of Lamb Weston Holdings, Inc. from the Issuer on November 9, 2016 (the "Spinoff").

F4: These stock options became exercisable as to 40% on July 14, 2015, 30% on July 14, 2016, and 30% on July 14, 2017.