Every material Form 8-K Conagra Brands has filed with the SEC since June 30, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Conagra Brands reported first-quarter fiscal 2027 results for the period ended August 30, 2026, with net sales down 1.4% to $2.6 billion while diluted EPS rose 5.9% to $0.36 and adjusted EPS rose 5.1% to $0.41. The company reaffirmed its full-year fiscal 2027 guidance, including adjusted EPS of $1.40 to $1.50, so shareholders see weaker sales offset by higher profit and no change to the outlook.
Net sales fell 1.4% to $2.6 billion; organic net sales decreased 1.1%, driven by a 2.1% volume decrease.
Diluted EPS was $0.36, up 5.9%; adjusted EPS was $0.41, up 5.1%, helped by lower adjusted SG&A and higher equity method earnings.
Fiscal 2027 guidance reaffirmed: adjusted EPS of $1.40 to $1.50 and adjusted operating margin of 10.0% to 10.5%.
Free cash flow was ($128) million, a decrease of $102 million; net debt was $7.4 billion, with a 3.99x net leverage ratio.
Conagra Brands completed a public offering of $500 million of 5.400% Senior Notes due August 1, 2031, on July 28, 2026. The filing adds $500 million of new debt, and the notes carry customary covenants and a change-of-control repurchase offer at 101% of principal.
Offering size: $500 million aggregate principal of 5.400% Senior Notes due August 1, 2031
Interest payments begin February 1, 2027; notes are senior unsecured obligations
Change of Control Triggering Event requires an offer to repurchase at 101% of principal plus accrued interest
Underwriters: BofA Securities, Goldman Sachs, Mizuho Securities and Wells Fargo Securities under a July 21, 2026 underwriting agreement
Conagra Brands said Executive Vice President and Chief Operating Officer Thomas McGough notified the company on July 24, 2026 that he will retire no later than September 4, 2026. The company will eliminate the chief operating officer position when he leaves, so the filing reports a leadership change rather than a financial result.
Thomas McGough, EVP and Chief Operating Officer, gave notice of retirement on July 24, 2026
Retirement is effective no later than September 4, 2026
The chief operating officer position will be eliminated upon his retirement
Conagra reported a fourth-quarter fiscal 2026 net loss of $1.6 billion, or $3.37 per diluted share, driven by $2.0 billion of non-cash goodwill and brand impairment charges, while adjusted EPS was $0.47. The board approved a quarterly dividend of $0.175 per share, an annualized rate of $0.70, and the company gave fiscal 2027 adjusted EPS guidance of $1.40 to $1.50, with new CEO John Brase citing margin restoration as a priority.
Q4 reported net sales rose 3.6% to $2.9 billion, but organic net sales were approximately flat
Full-year fiscal 2026 diluted loss was $4.00 per share; adjusted EPS was $1.72
Fiscal 2027 guidance: organic net sales down 3% to 1%, adjusted operating margin 10.0% to 10.5%, adjusted EPS $1.40 to $1.50
Quarterly dividend of $0.175 per share, payable September 2, 2026, to holders of record July 30, 2026
Conagra Brands director Emanuel “Manny” Chirico told the company on June 22, 2026 that he will not stand for reelection to the Board at the 2026 Annual Meeting of Shareholders, scheduled for September. He will serve through the rest of his current term, and the filing states his decision was not due to any disagreement with the Board or the company. This is a board-composition change with no stated effect on operations or financial results.
Director Emanuel “Manny” Chirico informed the company on June 22, 2026 of his decision.
He will not stand for reelection at the 2026 Annual Meeting of Shareholders, to be held in September.
He will continue to serve through the remainder of his current term.
The filing states the decision was not due to any disagreement with the Board or the company.
Conagra Brands said John Brase, former President and Chief Operating Officer of The J.M. Smucker Company, will become President and Chief Executive Officer and a director effective June 1, 2026. Sean Connolly will step down as CEO and from the Board on May 31, 2026. The filing discloses Brase's pay package, which includes a $1.15 million base salary for fiscal 2027 and sign-on equity awards, and the terms of Connolly's separation benefits.
Brase, 58, served as President and Chief Operating Officer of J.M. Smucker from April 2025 to February 2026 and spent about 30 years at Procter & Gamble.
Brase's pay for fiscal 2027 includes a $1.15 million base salary, a target annual bonus of 150% of salary, and a long-term incentive target of $7.3 million.
Brase will receive a $200,000 sign-on bonus, a $4.0 million performance-based restricted stock unit grant and a $2.0 million restricted stock unit grant, plus a relocation stipend of up to $500,000.
Connolly may receive separation benefits if terminated without Cause, contingent on signing a release of claims, and his non-compete applies for one year after employment ends.
Conagra reported third-quarter fiscal 2026 results for the quarter ended February 22, 2026. Reported net sales fell 1.9% to $2.8 billion and adjusted EPS fell to $0.39 from $0.51, though organic net sales rose 2.4%. The company narrowed its fiscal 2026 adjusted EPS outlook to about $1.70, the low end of its $1.70 to $1.85 range, and lowered its expected adjusted equity earnings, which points to lower profit for shareholders this year.
Reported net sales fell 1.9% to $2.8 billion, with a 4.8% decrease from M&A offsetting 2.4% organic growth.
Adjusted EPS was $0.39, down 23.5%; reported diluted EPS was $0.42, up 40.0%, including about $0.07 from unusual tax items.
Fiscal 2026 adjusted EPS guidance is about $1.70, at the low end of the $1.70 to $1.85 range; adjusted equity earnings now expected at about $140 million versus a prior estimate of about $170 million.
For the first three quarters, the company reported a net loss of $299.3 million, including $771.3 million in goodwill impairment charges.
Conagra Brands expanded its board from 11 to 12 directors and appointed John Mulligan and Pietro Satriano to fill the two new seats, effective February 18, 2026. The company says both meet NYSE independence standards, and Satriano is financially literate under SEC rules, which adds to board oversight capacity without changing the company's operating results.
Board size increased from 11 to 12 directors, effective February 18, 2026
John Mulligan will serve on the Human Resources and Nominating Corporate Governance Committees
Pietro Satriano will serve on the Audit / Finance Committee and has been determined to be financially literate
Each new director will receive a restricted stock unit grant valued at approximately $60,000 on March 2, 2026, plus prorated fiscal 2026 cash retainer
Conagra reported second quarter fiscal 2026 net sales down 6.8% to $3.0 billion and a GAAP diluted loss of $1.39 per share, driven by $968 million in non-cash goodwill and brand impairment charges. Adjusted EPS was $0.45, and the company reaffirmed its fiscal 2026 adjusted EPS guidance of $1.70 to $1.85, but lowered its adjusted equity earnings outlook to about $170 million from about $200 million.
Net sales were $3.0 billion, down 6.8%; organic net sales fell 3.0%
GAAP net loss attributable to Conagra was $664 million; goodwill impairment charges were $771.3 million and other intangible impairment charges were $197.0 million
Adjusted EPS was $0.45; prior-year second quarter GAAP diluted EPS was $0.59
Fiscal 2026 adjusted EPS guidance of $1.70 to $1.85 was reaffirmed; adjusted equity earnings expectation was cut to about $170 million from about $200 million
Conagra Brands appointed Melissa Napier as Senior Vice President, Corporate Controller and principal accounting officer, effective upon the previously announced departure of William E. Johnson on October 17, 2025. Napier currently serves as CFO of the company's Grocery & Snacks segment and previously led Investor Relations, so the change moves a finance executive into the company's principal accounting role.
Melissa Napier appointed SVP, Corporate Controller, reporting to CFO David Marberger.
Appointment effective upon the previously announced departure of William E. Johnson on October 17, 2025.
Napier joined Conagra in April 2022 as Head of Investor Relations and became CFO of Grocery & Snacks in January 2025.
Board appointment made October 2, 2025; the filing does not disclose a compensation figure for the new role.
Conagra Brands reported first-quarter fiscal 2026 results with net sales down 5.8% to $2.6 billion and adjusted EPS down 26.4% to $0.39, though organic sales fell only 0.6%, mostly because of divested businesses. The company reaffirmed its fiscal 2026 adjusted EPS guidance of $1.70 to $1.85 while noting elevated cost inflation and tariff pressure, so shareholders face weaker recent profits with the full-year outlook unchanged.
Net sales fell 5.8% to $2.6 billion, with a 5.1% decline from the unfavorable impact of M&A and organic net sales down 0.6%.
Adjusted EPS was $0.39 versus $0.53 a year earlier; GAAP diluted EPS was $0.34 versus $0.97, which included a prior-year $0.44 tax valuation allowance benefit.
Fiscal 2026 guidance reaffirmed: organic net sales growth of (1)% to 1%, adjusted operating margin of about 11.0% to 11.5%, and adjusted EPS of $1.70 to $1.85.
Net debt was $7.6 billion, down 12.3% from a year earlier, and the company now expects total cost of goods sold inflation in the low 7% range.
Conagra Brands' Senior Vice President and Corporate Controller, William E. Johnson, informed the company on September 17, 2025 that he will resign to pursue another opportunity, effective October 17, 2025. The filing states the decision does not involve any disagreement on financial statements, internal controls, operations, policies, or practices. CFO David S. Marberger will serve as principal accounting officer until a long-term successor is named.
William E. Johnson, Senior Vice President and Corporate Controller, resigns; separation date expected October 17, 2025
Johnson will remain in his role and as principal accounting officer until departure
CFO David S. Marberger becomes principal accounting officer effective October 17, 2025, with no additional compensation
Filing states no disagreements with the company on financial statements, internal controls, operations, policies, or practices
Conagra Brands completed a public offering of $500 million of 5.000% Senior Notes due 2030 and $500 million of 5.750% Senior Notes due 2035, both dated July 22, 2025. The notes are senior unsecured obligations, and the filing states the company's use of proceeds is not described in this 8-K.
2030 Notes: $500 million, 5.000% interest, mature August 1, 2030
2035 Notes: $500 million, 5.750% interest, mature August 1, 2035
Interest on both series is payable beginning February 1, 2026
Holders can require repurchase at 101% of principal plus accrued interest upon a Change of Control Triggering Event
Conagra Brands reported fourth quarter fiscal 2025 results, with net sales down 4.3% to $2.8 billion and adjusted EPS down 8.2% to $0.56. The company guided fiscal 2026 adjusted EPS to $1.70 to $1.85, below its fiscal 2025 adjusted EPS of $2.30, which points to lower earnings ahead for shareholders.
Fourth quarter net sales decreased 4.3% to $2.8 billion; organic net sales decreased 3.5%
Reported diluted EPS was $0.53 versus a $1.18 loss a year earlier, which reflected prior-year impairment charges; adjusted EPS was $0.56
Fiscal 2026 guidance: organic net sales growth of (1)% to 1%, adjusted operating margin of ~11.0% to ~11.5%, and adjusted EPS of $1.70 to $1.85
Company expects total cost of goods sold inflation of approximately 7% in fiscal 2026, including an estimated 3% impact from tariffs before mitigating actions
Conagra Brands entered a Third Amended and Restated Revolving Credit Agreement with Bank of America and other lenders on June 27, 2025, providing a $2.0 billion unsecured revolving credit facility. The new facility replaces the prior facility, which had an August 26, 2027 maturity, and no borrowings were outstanding under it at closing.
Maximum aggregate principal outstanding at any one time: $2.0 billion
Facility matures June 27, 2030, with possible one- or two-year extensions
Borrowing spread ranges from 0.805% to 1.30% per annum based on senior unsecured debt ratings
Quarterly facility fee ranges from 0.07% to 0.20% per annum
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