{"url_path":"/sec/cag/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/23217/0001104659-26-083905-index.html","accession_number":"0001104659-26-083905","cik":"0000023217","ticker":"CAG","issuer_name":"CONAGRA BRANDS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/23217/0001104659-26-083905-index.html","primary_entity_key":"0000023217","primary_entity_name":"CONAGRA BRANDS INC."},"word_count":437,"has_tables":true,"body_markdown":"ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS\n\nThe information required by this item with respect to security ownership of certain beneficial owners and management is incorporated by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after May 31, 2026.\n\n88\n\n[Table of Contents](#TOC)\n\n**Equity Compensation Plan Information**\n\nThe following table provides information about shares of our common stock that may be issued under existing equity compensation plans as of our most recent fiscal year-end, May 31, 2026.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of Securities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Remaining Available for**\n\n​\n\n​\n\n**Number of Securities to**\n\n​\n\n**Weighted-Average**\n\n​\n\n**Future Issuance Under**\n\n​\n\n​\n\n**be Issued Upon Exercise**\n\n​\n\n**Exercise Price of**\n\n​\n\n**Equity Compensation Plans**\n\n​\n\n​\n\n**of Outstanding Options,**\n\n​\n\n**Outstanding Options,**\n\n​\n\n**(Excluding Securities**\n\n**Plan Category**\n\n  ​ ​ ​\n\n**Warrants, and Rights (1)**\n\n  ​ ​ ​\n\n**Warrants, and Rights (2)**\n\n  ​ ​ ​\n\n**Reflected in Column (1)) (3)**\n\nEquity compensation plans approved by security holders\n\n​\n\n8,245,933\n\n​\n\n$\n\n35.64\n\n​\n\n11,340,091\n\nEquity compensation plans not approved by security holders\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\nTotal\n\n​\n\n8,245,933\n\n​\n\n$\n\n35.64\n\n​\n\n11,340,091\n\n​\n\n(1)Represents shares underlying outstanding awards that have been granted under the terms of the Conagra Brands, Inc. 2023 Stock Plan (the “Plan”) and the Conagra Brands, Inc. 2014 Stock Plan. Table amounts are comprised of 2,503,873 shares that could be issued under outstanding performance shares (assuming target achievement); 4,762,409 shares issuable under outstanding restricted stock units; 345,335 shares issuable upon distribution of stock equivalents in our non-employee director deferred compensation plan; and 634,316 shares issuable pursuant to outstanding stock options.\n\nThe performance shares are earned and common stock issued if pre-set financial objectives are met. The number of shares issued may be equal to, less than, or greater than the number of outstanding performance shares included in column (1), depending on actual performance. The restricted stock units vest and are payable in common stock on a one-to-one basis after expiration of the time periods set forth in the related agreements. The stock equivalents in our non-employee director deferred compensation plan are issuable in common stock on a one-to-one basis upon distribution on the schedules selected by the participants.\n\n(2)Reflects the weighted-average exercise price of stock options, and does not take into account performance shares, restricted stock units, or stock equivalents, as such securities have no exercise price.\n\n(3)This number reflects securities available for future awards under the Plan."}