{"url_path":"/sec/cag/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA","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":30604,"has_tables":true,"body_markdown":"ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n\n**Conagra Brands, Inc. and Subsidiaries**\n\n**Consolidated Statements of****Operations**\n\n**(in millions, except per share amounts)**\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**For the Fiscal Years Ended May**\n\n​\n\n****​\n\n**2026**\n\n****​\n\n**2025**\n\n****​\n\n**2024**\n\nNet sales\n\n​\n\n$\n\n11,281.6\n\n​\n\n$\n\n11,612.8\n\n​\n\n$\n\n12,050.9\n\nCost of goods sold\n\n​\n\n​\n\n8,583.2\n\n​\n\n​\n\n8,609.3\n\n​\n\n​\n\n8,717.5\n\nGross profit\n\n​\n\n$\n\n2,698.4\n\n​\n\n$\n\n3,003.5\n\n​\n\n$\n\n3,333.4\n\nSelling, general and administrative expenses\n\n​\n\n​\n\n1,439.4\n\n​\n\n​\n\n1,537.3\n\n​\n\n​\n\n1,487.5\n\nGoodwill impairment charges\n\n​\n\n​\n\n2,382.4\n\n​\n\n​\n\n—\n\n​\n\n​\n\n526.5\n\nOther intangible asset impairment charges\n\n​\n\n​\n\n547.2\n\n​\n\n​\n\n72.1\n\n​\n\n​\n\n430.2\n\nLoss (gain) on divestitures\n\n​\n\n​\n\n(42.2)\n\n​\n\n​\n\n29.5\n\n​\n\n​\n\n36.4\n\nOperating profit (loss)\n\n​\n\n$\n\n(1,628.4)\n\n​\n\n$\n\n1,364.6\n\n​\n\n$\n\n852.8\n\nPension and postretirement non-service income\n\n​\n\n​\n\n45.9\n\n​\n\n​\n\n25.9\n\n​\n\n​\n\n10.3\n\nInterest expense, net\n\n​\n\n​\n\n382.6\n\n​\n\n​\n\n416.7\n\n​\n\n​\n\n430.5\n\nEquity method investment earnings\n\n​\n\n​\n\n140.7\n\n​\n\n​\n\n182.4\n\n​\n\n​\n\n177.6\n\nIncome (loss) before income taxes\n\n​\n\n$\n\n(1,824.4)\n\n​\n\n$\n\n1,156.2\n\n​\n\n$\n\n610.2\n\nIncome tax expense\n\n​\n\n​\n\n91.8\n\n​\n\n​\n\n3.7\n\n​\n\n​\n\n262.5\n\nNet income (loss)\n\n​\n\n$\n\n(1,916.2)\n\n​\n\n$\n\n1,152.5\n\n​\n\n$\n\n347.7\n\nLess: Net income attributable to noncontrolling interests\n\n​\n\n​\n\n—\n\n​\n\n​\n\n0.1\n\n​\n\n​\n\n0.5\n\nNet income (loss) attributable to Conagra Brands, Inc.\n\n​\n\n$\n\n(1,916.2)\n\n​\n\n$\n\n1,152.4\n\n​\n\n$\n\n347.2\n\nEarnings (loss) per share — basic\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet income (loss) attributable to Conagra Brands, Inc. common stockholders\n\n​\n\n$\n\n(4.00)\n\n​\n\n$\n\n2.41\n\n​\n\n$\n\n0.73\n\nEarnings (loss) per share — diluted\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet income (loss) attributable to Conagra Brands, Inc. common stockholders\n\n​\n\n$\n\n(4.00)\n\n​\n\n$\n\n2.40\n\n​\n\n$\n\n0.72\n\n​\n\nThe accompanying Notes are an integral part of the consolidated financial statements.\n\n​\n\n39\n\n[Table of Contents](#TOC)\n\n**Conagra Brands, Inc. and Subsidiaries**\n\n**Consolidated Statements of Comprehensive Income****(Loss)**\n\n**(in millions)**\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​\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**For the Fiscal Years Ended May**\n\n​\n\n​\n\n**2026**\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n​\n\n​\n\n​\n\n​\n\n**Tax**\n\n​\n\n**After**\n\n​\n\n​\n\n​\n\n**Tax**\n\n​\n\n**After**\n\n​\n\n​\n\n​\n\n**Tax**\n\n​\n\n**After**\n\n​\n\n​\n\n**Pre-Tax**\n\n​\n\n**(Expense)**\n\n​\n\n**-Tax**\n\n​\n\n**Pre-Tax**\n\n​\n\n**(Expense)**\n\n​\n\n**-Tax**\n\n​\n\n**Pre-Tax**\n\n​\n\n**(Expense)**\n\n​\n\n**-Tax**\n\n​\n\n****​\n\n**Amount**\n\n****​\n\n**Benefit**\n\n****​\n\n**Amount**\n\n****​\n\n**Amount**\n\n****​\n\n**Benefit**\n\n****​\n\n**Amount**\n\n****​\n\n**Amount**\n\n****​\n\n**Benefit**\n\n****​\n\n**Amount**\n\nNet income (loss)\n\n​\n\n$\n\n(1,824.4)\n\n​\n\n$\n\n(91.8)\n\n​\n\n$\n\n(1,916.2)\n\n​\n\n$\n\n1,156.2\n\n​\n\n$\n\n(3.7)\n\n​\n\n$\n\n1,152.5\n\n​\n\n$\n\n610.2\n\n​\n\n$\n\n(262.5)\n\n​\n\n$\n\n347.7\n\nOther comprehensive income (loss):\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​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDerivative adjustments:\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​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nUnrealized derivative adjustments\n\n​\n\n​\n\n2.0\n\n​\n\n​\n\n(0.6)\n\n​\n\n​\n\n1.4\n\n​\n\n​\n\n(2.9)\n\n​\n\n​\n\n0.8\n\n​\n\n​\n\n(2.1)\n\n​\n\n​\n\n8.3\n\n​\n\n​\n\n(2.1)\n\n​\n\n​\n\n6.2\n\nReclassification for derivative adjustments included in net income (loss)\n\n​\n\n​\n\n(4.8)\n\n​\n\n​\n\n1.2\n\n​\n\n​\n\n(3.6)\n\n​\n\n​\n\n(6.8)\n\n​\n\n​\n\n1.7\n\n​\n\n​\n\n(5.1)\n\n​\n\n​\n\n(8.2)\n\n​\n\n​\n\n2.0\n\n​\n\n​\n\n(6.2)\n\nCurrency translation adjustments:\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​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nUnrealized currency translation gains (losses)\n\n​\n\n​\n\n15.5\n\n​\n\n​\n\n—\n\n​\n\n​\n\n15.5\n\n​\n\n​\n\n(18.4)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(18.4)\n\n​\n\n​\n\n9.6\n\n​\n\n​\n\n—\n\n​\n\n​\n\n9.6\n\nReclassification for currency translation losses in connection with the sale of Agro Tech Foods Limited (see Note 7)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n79.8\n\n​\n\n​\n\n—\n\n​\n\n​\n\n79.8\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nPension and postretirement benefit obligations:\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​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nUnrealized pension and postretirement benefit obligations\n\n​\n\n​\n\n(28.6)\n\n​\n\n​\n\n7.0\n\n​\n\n​\n\n(21.6)\n\n​\n\n​\n\n65.1\n\n​\n\n​\n\n(15.7)\n\n​\n\n​\n\n49.4\n\n​\n\n​\n\n1.7\n\n​\n\n​\n\n(0.5)\n\n​\n\n​\n\n1.2\n\nReclassification for pension and postretirement benefit obligations included in net income (loss)\n\n​\n\n​\n\n(0.9)\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n(0.6)\n\n​\n\n​\n\n(18.2)\n\n​\n\n​\n\n4.4\n\n​\n\n​\n\n(13.8)\n\n​\n\n​\n\n(3.7)\n\n​\n\n​\n\n0.9\n\n​\n\n​\n\n(2.8)\n\nComprehensive income (loss)\n\n​\n\n​\n\n(1,841.2)\n\n​\n\n​\n\n(83.9)\n\n​\n\n​\n\n(1,925.1)\n\n​\n\n​\n\n1,254.8\n\n​\n\n​\n\n(12.5)\n\n​\n\n​\n\n1,242.3\n\n​\n\n​\n\n617.9\n\n​\n\n​\n\n(262.2)\n\n​\n\n​\n\n355.7\n\nComprehensive income (loss) attributable to noncontrolling interests (see Note 7)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n38.1\n\n​\n\n​\n\n—\n\n​\n\n​\n\n38.1\n\n​\n\n​\n\n(0.2)\n\n​\n\n​\n\n(0.2)\n\n​\n\n​\n\n(0.4)\n\nComprehensive income (loss) attributable to Conagra Brands, Inc.\n\n​\n\n$\n\n(1,841.2)\n\n​\n\n$\n\n(83.9)\n\n​\n\n$\n\n(1,925.1)\n\n​\n\n$\n\n1,216.7\n\n​\n\n$\n\n(12.5)\n\n​\n\n$\n\n1,204.2\n\n​\n\n$\n\n618.1\n\n​\n\n$\n\n(262.0)\n\n​\n\n$\n\n356.1\n\n​\n\nThe accompanying Notes are an integral part of the consolidated financial statements.\n\n​\n\n40\n\n[Table of Contents](#TOC)\n\n**Conagra Brands, Inc. and Subsidiaries**\n\n**Consolidated Balance Sheets**\n\n**(in millions, except share data)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**May 31, 2026**\n\n****​\n\n**May 25, 2025**\n\n**ASSETS**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrent assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCash and cash equivalents\n\n​\n\n$\n\n218.0\n\n​\n\n$\n\n68.0\n\nReceivables, less allowance for doubtful accounts of $3.9 and $3.6\n\n​\n\n​\n\n658.2\n\n​\n\n​\n\n770.0\n\nInventories\n\n​\n\n​\n\n1,905.4\n\n​\n\n​\n\n2,048.3\n\nPrepaid expenses and other current assets\n\n​\n\n​\n\n100.5\n\n​\n\n​\n\n90.6\n\nCurrent assets held for sale\n\n​\n\n​\n\n—\n\n​\n\n​\n\n94.1\n\nTotal current assets\n\n​\n\n​\n\n2,882.1\n\n​\n\n​\n\n3,071.0\n\nProperty, plant and equipment\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLand and land improvements\n\n​\n\n​\n\n165.2\n\n​\n\n​\n\n160.7\n\nBuildings, machinery and equipment\n\n​\n\n​\n\n5,755.6\n\n​\n\n​\n\n5,516.3\n\nFurniture, fixtures, office equipment and other\n\n​\n\n​\n\n689.5\n\n​\n\n​\n\n654.0\n\nConstruction in progress\n\n​\n\n​\n\n233.0\n\n​\n\n​\n\n227.1\n\n​\n\n​\n\n​\n\n6,843.3\n\n​\n\n​\n\n6,558.1\n\nLess accumulated depreciation\n\n​\n\n​\n\n(3,980.4)\n\n​\n\n​\n\n(3,731.5)\n\nProperty, plant and equipment, net\n\n​\n\n​\n\n2,862.9\n\n​\n\n​\n\n2,826.6\n\nGoodwill\n\n​\n\n​\n\n8,119.3\n\n​\n\n​\n\n10,501.9\n\nBrands, trademarks and other intangibles, net\n\n​\n\n​\n\n1,830.7\n\n​\n\n​\n\n2,421.1\n\nOther assets\n\n​\n\n​\n\n1,566.4\n\n​\n\n​\n\n1,571.0\n\nNoncurrent assets held for sale\n\n​\n\n​\n\n13.0\n\n​\n\n​\n\n542.3\n\n​\n\n​\n\n$\n\n17,274.4\n\n​\n\n$\n\n20,933.9\n\n**LIABILITIES AND STOCKHOLDERS' EQUITY**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrent liabilities\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNotes payable\n\n​\n\n$\n\n34.2\n\n​\n\n$\n\n804.7\n\nCurrent installments of long-term debt\n\n​\n\n​\n\n778.2\n\n​\n\n​\n\n1,028.8\n\nAccounts and other payables\n\n​\n\n​\n\n1,513.3\n\n​\n\n​\n\n1,590.1\n\nAccrued payroll\n\n​\n\n​\n\n201.7\n\n​\n\n​\n\n146.0\n\nOther accrued liabilities\n\n​\n\n​\n\n660.6\n\n​\n\n​\n\n744.7\n\nCurrent liabilities held for sale\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2.7\n\nTotal current liabilities\n\n​\n\n​\n\n3,188.0\n\n​\n\n​\n\n4,317.0\n\nSenior long-term debt, excluding current installments\n\n​\n\n​\n\n6,456.0\n\n​\n\n​\n\n6,234.1\n\nDeferred income taxes\n\n​\n\n​\n\n693.4\n\n​\n\n​\n\n810.3\n\nOther noncurrent liabilities\n\n​\n\n​\n\n579.4\n\n​\n\n​\n\n639.6\n\nNoncurrent liabilities held for sale\n\n​\n\n​\n\n—\n\n​\n\n​\n\n0.2\n\nTotal liabilities\n\n​\n\n​\n\n10,916.8\n\n​\n\n​\n\n12,001.2\n\nCommitments and contingencies (Note 16)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCommon stockholders' equity\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCommon stock of $5 par value, authorized 1,200,000,000 shares; issued 584,219,229\n\n​\n\n​\n\n2,921.2\n\n​\n\n​\n\n2,921.2\n\nAdditional paid-in capital\n\n​\n\n​\n\n2,316.1\n\n​\n\n​\n\n2,347.2\n\nRetained earnings\n\n​\n\n​\n\n4,171.7\n\n​\n\n​\n\n6,759.1\n\nAccumulated other comprehensive income\n\n​\n\n​\n\n7.4\n\n​\n\n​\n\n16.3\n\nLess treasury stock, at cost, 105,666,163 and 106,846,304 common shares\n\n​\n\n​\n\n(3,058.8)\n\n​\n\n​\n\n(3,111.1)\n\nTotal stockholders' equity\n\n​\n\n​\n\n6,357.6\n\n​\n\n​\n\n8,932.7\n\n​\n\n​\n\n$\n\n17,274.4\n\n​\n\n$\n\n20,933.9\n\n​\n\nThe accompanying Notes are an integral part of the consolidated financial statements.\n\n​\n\n41\n\n[Table of Contents](#TOC)\n\n**Conagra Brands, Inc. and Subsidiaries**\n\n**Consolidated Statements of Common Stockholders’ Equity**\n\n**(in millions)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Conagra Brands, Inc. Stockholders' Equity**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Accumulated**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Additional**\n\n​\n\n​\n\n​\n\n​\n\n**Other**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Common**\n\n​\n\n**Common**\n\n​\n\n**Paid-in**\n\n​\n\n**Retained**\n\n​\n\n**Comprehensive**\n\n​\n\n**Treasury**\n\n​\n\n**Noncontrolling**\n\n​\n\n**Total**\n\n​\n\n****​\n\n**Shares**\n\n****​\n\n**Stock**\n\n****​\n\n**Capital**\n\n****​\n\n**Earnings**\n\n****​\n\n**Income (loss)**\n\n****​\n\n**Stock**\n\n****​\n\n**Interests**\n\n****​\n\n**Equity**\n\n**Balance at May 28, 2023**\n\n​\n\n584.2\n\n​\n\n$\n\n2,921.2\n\n​\n\n$\n\n2,376.9\n\n​\n\n$\n\n6,599.4\n\n​\n\n$\n\n(44.4)\n\n​\n\n$\n\n(3,116.3)\n\n​\n\n$\n\n70.5\n\n​\n\n$\n\n8,807.3\n\nStock option and incentive plans\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(13.7)\n\n​\n\n​\n\n(1.1)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n31.5\n\n​\n\n​\n\n1.2\n\n​\n\n​\n\n17.9\n\nCurrency translation adjustments\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\n10.5\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(0.9)\n\n​\n\n​\n\n9.6\n\nActivities of noncontrolling interests\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​\n\n​\n\n​\n\n​\n\n0.1\n\n​\n\n​\n\n0.1\n\nPension and postretirement healthcare benefits\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(1.6)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(1.6)\n\nDividends declared on common stock; $1.40 per share\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(669.2)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(669.2)\n\nNet income attributable to Conagra Brands, Inc.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n347.2\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n347.2\n\n**Balance at May 26, 2024**\n\n​\n\n584.2\n\n​\n\n​\n\n2,921.2\n\n​\n\n​\n\n2,363.2\n\n​\n\n​\n\n6,276.3\n\n​\n\n​\n\n(35.5)\n\n​\n\n​\n\n(3,084.8)\n\n​\n\n​\n\n70.9\n\n​\n\n​\n\n8,511.3\n\nStock option and incentive plans\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(16.0)\n\n​\n\n​\n\n(0.6)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n37.7\n\n​\n\n​\n\n​\n\n​\n\n​\n\n21.1\n\nCurrency translation adjustments\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\n23.4\n\n​\n\n​\n\n​\n\n​\n\n​\n\n38.0\n\n​\n\n​\n\n61.4\n\nRepurchase of common shares\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​\n\n(64.0)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(64.0)\n\nDerivative adjustments\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(7.2)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(7.2)\n\nActivities of noncontrolling interests\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​\n\n​\n\n​\n\n​\n\n(108.9)\n\n​\n\n​\n\n(108.9)\n\nPension and postretirement healthcare benefits\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\n35.6\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n35.6\n\nDividends declared on common stock; $1.40 per share\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(669.0)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(669.0)\n\nNet income attributable to Conagra Brands, Inc.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n1,152.4\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n1,152.4\n\n**Balance at May 25, 2025**\n\n​\n\n584.2\n\n​\n\n​\n\n2,921.2\n\n​\n\n​\n\n2,347.2\n\n​\n\n​\n\n6,759.1\n\n​\n\n​\n\n16.3\n\n​\n\n​\n\n(3,111.1)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n8,932.7\n\nStock option and incentive plans\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(31.1)\n\n​\n\n​\n\n(1.2)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n67.6\n\n​\n\n​\n\n​\n\n​\n\n​\n\n35.3\n\nCurrency translation adjustments\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\n15.5\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n15.5\n\nRepurchase of common shares\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​\n\n(15.3)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(15.3)\n\nDerivative adjustments\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(2.2)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(2.2)\n\nPension and postretirement healthcare benefits\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(22.2)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(22.2)\n\nDividends declared on common stock; $1.40 per share\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(670.0)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(670.0)\n\nNet loss attributable to Conagra Brands, Inc.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(1,916.2)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(1,916.2)\n\n**Balance at May 31, 2026**\n\n​\n\n584.2\n\n​\n\n$\n\n2,921.2\n\n​\n\n$\n\n2,316.1\n\n​\n\n$\n\n4,171.7\n\n​\n\n$\n\n7.4\n\n​\n\n$\n\n(3,058.8)\n\n​\n\n$\n\n—\n\n​\n\n$\n\n6,357.6\n\n​\n\nThe accompanying Notes are an integral part of the consolidated financial statements.\n\n​\n\n42\n\n[Table of Contents](#TOC)\n\n**Conagra Brands, Inc. and Subsidiaries**\n\n**Consolidated Statements of Cash Flows**\n\n**(in millions)**\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**For the Fiscal Years Ended May**\n\n​\n\n****​\n\n**2026**\n\n****​\n\n**2025**\n\n****​\n\n**2024**\n\nCash flows from operating activities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet income (loss)\n\n​\n\n$\n\n(1,916.2)\n\n​\n\n$\n\n1,152.5\n\n​\n\n$\n\n347.7\n\nAdjustments to reconcile income (loss) to net cash flows from operating activities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDepreciation and amortization\n\n​\n\n​\n\n396.0\n\n​\n\n​\n\n390.2\n\n​\n\n​\n\n400.9\n\nAsset impairment charges\n\n​\n\n​\n\n2,950.9\n\n​\n\n​\n\n149.8\n\n​\n\n​\n\n999.1\n\nLoss (gain) on divestitures\n\n​\n\n​\n\n(42.2)\n\n​\n\n​\n\n29.5\n\n​\n\n​\n\n36.4\n\nEquity method investment earnings less than (in excess of) distributions\n\n​\n\n​\n\n0.4\n\n​\n\n​\n\n(22.1)\n\n​\n\n​\n\n74.0\n\nStock-settled share-based payments expense\n\n​\n\n​\n\n54.7\n\n​\n\n​\n\n41.5\n\n​\n\n​\n\n30.8\n\nContributions to pension plans\n\n​\n\n​\n\n(11.4)\n\n​\n\n​\n\n(11.9)\n\n​\n\n​\n\n(12.2)\n\nPension benefit\n\n​\n\n​\n\n(37.4)\n\n​\n\n​\n\n(19.6)\n\n​\n\n​\n\n(0.6)\n\nOther items\n\n​\n\n​\n\n(5.3)\n\n​\n\n​\n\n4.8\n\n​\n\n​\n\n16.4\n\nChange in operating assets and liabilities excluding effects of business acquisitions and dispositions:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nReceivables\n\n​\n\n​\n\n35.0\n\n​\n\n​\n\n173.8\n\n​\n\n​\n\n77.2\n\nInventories\n\n​\n\n​\n\n144.9\n\n​\n\n​\n\n(35.6)\n\n​\n\n​\n\n131.9\n\nDeferred income taxes and income taxes payable, net\n\n​\n\n​\n\n(81.5)\n\n​\n\n​\n\n(224.0)\n\n​\n\n​\n\n(81.1)\n\nPrepaid expenses and other current assets\n\n​\n\n​\n\n(13.2)\n\n​\n\n​\n\n(0.9)\n\n​\n\n​\n\n(2.2)\n\nAccounts and other payables\n\n​\n\n​\n\n(56.0)\n\n​\n\n​\n\n49.6\n\n​\n\n​\n\n(22.7)\n\nAccrued payroll\n\n​\n\n​\n\n58.4\n\n​\n\n​\n\n(45.9)\n\n​\n\n​\n\n29.7\n\nOther accrued liabilities\n\n​\n\n​\n\n1.6\n\n​\n\n​\n\n(0.9)\n\n​\n\n​\n\n(20.0)\n\nLitigation receivables, net of recoveries\n\n​\n\n​\n\n80.2\n\n​\n\n​\n\n(67.1)\n\n​\n\n​\n\n(14.7)\n\nLitigation accruals, net of payments\n\n​\n\n​\n\n(156.8)\n\n​\n\n​\n\n128.2\n\n​\n\n​\n\n25.0\n\nNet cash flows from operating activities\n\n​\n\n​\n\n1,402.1\n\n​\n\n​\n\n1,691.9\n\n​\n\n​\n\n2,015.6\n\nCash flows from investing activities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAdditions to property, plant and equipment\n\n​\n\n​\n\n(423.4)\n\n​\n\n​\n\n(389.3)\n\n​\n\n​\n\n(388.1)\n\nSale of property, plant and equipment\n\n​\n\n​\n\n38.9\n\n​\n\n​\n\n3.4\n\n​\n\n​\n\n0.8\n\nPurchase of marketable securities\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(10.3)\n\nSales of marketable securities\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n10.3\n\nPurchase of businesses, net of cash acquired\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(230.6)\n\n​\n\n​\n\n—\n\nProceeds from divestitures, net of cash divested\n\n​\n\n​\n\n648.9\n\n​\n\n​\n\n76.8\n\n​\n\n​\n\n—\n\nProceeds from insurance recoveries\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n11.9\n\nOther items\n\n​\n\n​\n\n(1.8)\n\n​\n\n​\n\n(2.5)\n\n​\n\n​\n\n0.4\n\nNet cash flows from investing activities\n\n​\n\n​\n\n262.6\n\n​\n\n​\n\n(542.2)\n\n​\n\n​\n\n(375.0)\n\nCash flows from financing activities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nIssuance of short-term borrowings, maturities greater than 90 days\n\n​\n\n​\n\n116.4\n\n​\n\n​\n\n338.0\n\n​\n\n​\n\n466.6\n\nRepayment of short-term borrowings, maturities greater than 90 days\n\n​\n\n​\n\n(628.1)\n\n​\n\n​\n\n(135.3)\n\n​\n\n​\n\n(185.9)\n\nNet issuance (repayment) of other short-term borrowings, maturities less than or equal to 90 days\n\n​\n\n​\n\n(258.8)\n\n​\n\n​\n\n(328.3)\n\n​\n\n​\n\n9.9\n\nIssuance of long-term debt\n\n​\n\n​\n\n1,000.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n500.0\n\nRepayment of long-term debt\n\n​\n\n​\n\n(1,031.4)\n\n​\n\n​\n\n(281.3)\n\n​\n\n​\n\n(1,772.6)\n\nDebt issuance costs\n\n​\n\n​\n\n(11.7)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(3.3)\n\nRepurchase of Conagra Brands, Inc. common shares\n\n​\n\n​\n\n(15.3)\n\n​\n\n​\n\n(64.0)\n\n​\n\n​\n\n—\n\nCash dividends paid\n\n​\n\n​\n\n(669.7)\n\n​\n\n​\n\n(669.2)\n\n​\n\n​\n\n(659.3)\n\nExercise of stock options and issuance of other stock awards, including tax withholdings\n\n​\n\n​\n\n(19.8)\n\n​\n\n​\n\n(20.6)\n\n​\n\n​\n\n(13.8)\n\nOther items\n\n​\n\n​\n\n2.3\n\n​\n\n​\n\n2.4\n\n​\n\n​\n\n1.7\n\nNet cash flows from financing activities\n\n​\n\n​\n\n(1,516.1)\n\n​\n\n​\n\n(1,158.3)\n\n​\n\n​\n\n(1,656.7)\n\nEffect of exchange rate changes on cash and cash equivalents\n\n​\n\n​\n\n1.4\n\n​\n\n​\n\n(2.4)\n\n​\n\n​\n\n1.2\n\nNet change in cash and cash equivalents, including cash balances classified as assets held for sale\n\n​\n\n​\n\n150.0\n\n​\n\n​\n\n(11.0)\n\n​\n\n​\n\n(14.9)\n\nLess: Net change in cash balances classified as assets held for sale\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1.3)\n\n​\n\n​\n\n0.7\n\nNet change in cash and cash equivalents\n\n​\n\n​\n\n150.0\n\n​\n\n​\n\n(9.7)\n\n​\n\n​\n\n(15.6)\n\nCash and cash equivalents at beginning of year\n\n​\n\n​\n\n68.0\n\n​\n\n​\n\n77.7\n\n​\n\n​\n\n93.3\n\nCash and cash equivalents at end of year\n\n​\n\n$\n\n218.0\n\n​\n\n$\n\n68.0\n\n​\n\n$\n\n77.7\n\n​\n\nThe accompanying Notes are an integral part of the consolidated financial statements.\n\n​\n\n​\n\n43\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\nFiscal 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 53-week period for fiscal 2026 and 52-week periods for fiscal 2025 and 2024.\n\nBasis 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.\n\nInvestments 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.\n\nWe 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.\n\nCash 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.\n\nReceivables — 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.\n\nThe following table details the balances of our allowance for doubtful accounts and changes therein:\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​\n\n​\n\n​\n\n**Balance at**\n\n​\n\n​\n\n**Additions Charged**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Beginning of**\n\n​\n\n​\n\n**to Costs and**\n\n​\n\n​\n\n​\n\n​\n\n**Deductions from**\n\n​\n\n**Balance at Close**\n\n​\n\n****​\n\n**Period**\n\n****​\n\n​\n\n**Expenses**\n\n****​\n\n​\n\n**Other**1\n\n****​\n\n**Reserves**2\n\n****​\n\n**of Period**\n\nYear ended May 31, 2026\n\n​\n\n$\n\n3.6\n\n​\n\n​\n\n0.4\n\n​\n\n​\n\n—\n\n​\n\n0.1\n\n​\n\n$\n\n3.9\n\nYear ended May 25, 2025\n\n​\n\n$\n\n3.0\n\n​\n\n​\n\n1.6\n\n​\n\n​\n\n—\n\n​\n\n1.0\n\n​\n\n$\n\n3.6\n\nYear ended May 26, 2024\n\n​\n\n$\n\n2.7\n\n​\n\n​\n\n0.6\n\n​\n\n​\n\n0.2\n\n​\n\n0.5\n\n​\n\n$\n\n3.0\n\n1 Primarily relates to translation.\n\n2 Bad debts charged off and adjustments to previous reserves, less recoveries.\n\n​\n\nInventories — We use the lower of cost (determined using an average costing method) or net realizable value for valuing inventories.\n\n44\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nProperty, 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:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nYears\n\nLand improvements\n\n​\n\n​\n\n1 - 40\n\nBuildings\n\n​\n\n​\n\n15 - 40\n\nMachinery and equipment\n\n​\n\n​\n\n3 - 20\n\nFurniture, fixtures, office equipment and other\n\n​\n\n​\n\n5 - 15\n\n​\n\nWe 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.\n\nDuring fiscal 2026, 2025, and 2024, our capital expenditures totaled $423.4 million, $389.3 million, and $388.1 million, respectively. Accrued and unpaid capital expenditures as of May 31, 2026, May 25, 2025, May 26, 2024, and May 28, 2023 totaled $113.2 million, $134.0 million, $119.3 million, and $128.3 million, respectively.\n\nTotal depreciation expense for fiscal 2026, 2025, and 2024 was $352.9 million, $336.5 million, and $347.3 million, respectively.\n\nGoodwill 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.\n\nIn 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.\n\nUnder 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.\n\nUnder 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.\n\nIn 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\n\n45\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nthe 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.\n\nIn fiscal 2026, 2025, and 2024 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.\n\nIdentifiable 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.\n\nRefer to Note 9 for discussion of the impairment charges related to goodwill and intangible assets in fiscal 2026, 2025, and 2024.\n\nFair Values of Financial Instruments — Unless otherwise specified, we believe the carrying value of financial instruments approximates their fair value.\n\nEnvironmental 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.\n\nEmployment-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.\n\nWe 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”).\n\nRevenue 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.\n\nWe 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\n\n46\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\npromised 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.\n\nWe 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.\n\nAdvertising Costs — Advertising costs are expensed as incurred. Advertising and promotion expenses totaled $279.4 million, $263.2 million, and $289.6 million in fiscal 2026, 2025, and 2024, respectively, and are included in selling, general and administrative (“SG&A”) expenses.\n\nResearch and Development — We incurred expenses of $62.7 million, $60.8 million, and $61.4 million for research and development activities in fiscal 2026, 2025, and 2024, respectively.\n\nComprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% “corridor”) and postretirement health care plans. On foreign investments we deem to be essentially permanent in nature, we do not provide for taxes on currency translation adjustments arising from converting an investment denominated in a foreign currency to U.S. dollars. A deferred tax liability is recorded on currency translation adjustments related to undistributed foreign earnings that are not deemed to be permanently reinvested.\n\nThe following table details the accumulated balances for each component of other comprehensive income, net of tax:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**2026**\n\n****​\n\n**2025**\n\nCurrency translation losses, net of reclassification adjustments\n\n​\n\n$\n\n(50.3)\n\n​\n\n$\n\n(65.8)\n\nDerivative adjustments, net of reclassification adjustments\n\n​\n\n​\n\n19.8\n\n​\n\n​\n\n22.0\n\nPension and postretirement benefit obligations, net of reclassification adjustments\n\n​\n\n​\n\n37.9\n\n​\n\n​\n\n60.1\n\nAccumulated other comprehensive income\n\n​\n\n$\n\n7.4\n\n​\n\n$\n\n16.3\n\n​\n\n47\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nThe following table summarizes the reclassifications from accumulated other comprehensive income into income (loss):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Affected Line Item in the Consolidated Statement**\n\n​\n\n​\n\n​\n\n**2026**\n\n****​\n\n**2025**\n\n****​\n\n**2024**\n\n​\n\n**of Operations**1\n\n​\n\nNet derivative adjustments:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCash flow hedges\n\n​\n\n$\n\n(2.3)\n\n​\n\n$\n\n(2.7)\n\n​\n\n$\n\n(3.5)\n\n​\n\nInterest expense, net\n\n​\n\nCash flow hedges\n\n​\n\n​\n\n(2.5)\n\n​\n\n​\n\n(4.1)\n\n​\n\n​\n\n(4.7)\n\n​\n\nEquity method investment earnings\n\n​\n\n​\n\n​\n\n​\n\n(4.8)\n\n​\n\n​\n\n(6.8)\n\n​\n\n​\n\n(8.2)\n\n​\n\nTotal before tax\n\n​\n\n​\n\n​\n\n​\n\n1.2\n\n​\n\n​\n\n1.7\n\n​\n\n​\n\n2.0\n\n​\n\nIncome tax expense\n\n​\n\n​\n\n​\n\n$\n\n(3.6)\n\n​\n\n$\n\n(5.1)\n\n​\n\n$\n\n(6.2)\n\n​\n\nNet of tax\n\n​\n\nPension and postretirement benefit obligations:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet prior service benefit\n\n​\n\n$\n\n(0.2)\n\n​\n\n$\n\n(0.1)\n\n​\n\n$\n\n(0.1)\n\n​\n\nPension and postretirement non-service income\n\n​\n\nNet actuarial gain\n\n​\n\n​\n\n(3.4)\n\n​\n\n​\n\n(5.1)\n\n​\n\n​\n\n(4.7)\n\n​\n\nPension and postretirement non-service income\n\n​\n\nPension settlement\n\n​\n\n​\n\n2.7\n\n​\n\n​\n\n(13.0)\n\n​\n\n​\n\n1.1\n\n​\n\nPension and postretirement non-service income\n\n​\n\n​\n\n​\n\n​\n\n(0.9)\n\n​\n\n​\n\n(18.2)\n\n​\n\n​\n\n(3.7)\n\n​\n\nTotal before tax\n\n​\n\n​\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n4.4\n\n​\n\n​\n\n0.9\n\n​\n\nIncome tax expense\n\n​\n\n​\n\n​\n\n$\n\n(0.6)\n\n​\n\n$\n\n(13.8)\n\n​\n\n$\n\n(2.8)\n\n​\n\nNet of tax\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrency translation losses\n\n​\n\n$\n\n—\n\n​\n\n$\n\n41.8\n\n​\n\n$\n\n—\n\n​\n\nSelling, general and administrative expenses 2\n\n​\n\n​\n\n​\n\n​\n\n—\n\n​\n\n​\n\n41.8\n\n​\n\n​\n\n—\n\n​\n\nTotal before tax\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\nIncome tax expense\n\n​\n\n​\n\n​\n\n$\n\n—\n\n​\n\n$\n\n41.8\n\n​\n\n$\n\n—\n\n​\n\nNet of tax\n\n​\n\n​\n\n1 Amounts in parentheses indicate income recognized in the Consolidated Statements of Operations.\n\n2 Amount represents the reclassification for currency translation losses in connection with the sale of ATFL (see Note 7).\n\nForeign Currency Transaction Gains and Losses — We recognized net foreign currency transaction gains of $2.1 million and $1.3 million in fiscal 2026 and 2024, respectively, and net foreign currency transaction losses of $2.6 million in fiscal 2025 in SG&A expenses.\n\nBusiness 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.\n\nReclassifications and other changes — Certain prior year amounts have been reclassified to conform with current year presentation.\n\nUse 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.\n\nNew Accounting Standards — In December 2023, the FASB issued ASU 2023-09, *Improvements to Income Tax Disclosures*, to provide more detailed income tax disclosure requirements. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. We adopted this ASU in the fourth quarter of fiscal 2026 and added certain disclosures to Note 14, *Pre-tax Income and Income Taxes*. The disclosures were applied retrospectively and impacted all prior periods presented. \n\n2. ACQUISITIONS\n\nIn 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 has been classified as goodwill, which is deductible for income tax purposes. The settlement of certain pre-existing contractual\n\n48\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nagreements 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.\n\nIn 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.\n\nFor 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 31, 2026, were not material to our Consolidated Statements of Operations.\n\nUnder 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.\n\n3. RESTRUCTURING ACTIVITIES\n\nOptimization and Transformation Initiatives\n\nWe regularly evaluate our operations for ways to increase efficiencies and optimize our investments. Initiatives designed to achieve our efficiency goals may take a year or more to complete and result in various restructuring charges as a result of accelerated depreciation, asset write-offs, and exit costs including severance, lease and other contract termination charges, and disposal costs.\n\nIn fiscal 2026, we approved initiatives designed to optimize and enhance our supply chain network related to our frozen fried chicken products.  We expect these initiatives will result in approximately $34 million of restructuring charges within the Refrigerated & Frozen segment, of which approximately $12 million will be cash. These charges are expected to consist of approximately $22 million of accelerated depreciation and asset write-offs and $12 million of other costs within SG&A. We recognized charges of $13.4 million in fiscal 2026, which is also the cumulative amount incurred to date. We expect these initiatives to be completed by the end of fiscal 2028.\n\nSubsequent to the end of fiscal 2026, management approved a multi-year transformation initiative (“Project Catalyst”) that seeks to simplify and modernize our operations through process redesign, technology adoption, and organizational optimization to accelerate growth, improve productivity, and enhance cash flow performance. We anticipate that we may invest as much as approximately $40 million in capital expenditures for Project Catalyst initiatives in fiscal 2027. We continue to define and identify initiatives under Project Catalyst, some of which may result in restructuring charges. At this time, we are unable to provide an estimate or range of estimates for any such restructuring charges, some of which may be incurred in fiscal 2027, or other costs that may be incurred as a result of Project Catalyst. We expect to provide additional details in future quarters.\n\nConagra Restructuring Plan\n\nIn 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 2026, 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 31, 2026, we have approved and expect to incur $356.7 million of charges ($121.9 million of cash charges and $234.8 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. We recognized charges of $32.3 million, $101.7 million, and $66.6 million in connection with the Conagra Restructuring Plan in fiscal 2026, 2025, and 2024, respectively. We have recognized substantially all of the costs and liabilities related to the Conagra Restructuring Plan as of the end of fiscal 2026.\n\n49\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nWe anticipate that we will recognize the following pre-tax expenses in association with the Conagra Restructuring Plan (amounts include charges recognized from plan inception through the end of fiscal 2026):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Grocery &**\n\n​\n\n**Refrigerated**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**Snacks**\n\n**  ​ ​ ​**\n\n**& Frozen**\n\n**  ​ ​ ​**\n\n**International**\n\n**  ​ ​ ​**\n\n**Foodservice**\n\n**  ​ ​ ​**\n\n**Corporate**\n\n**  ​ ​ ​**\n\n**Total**\n\nAccelerated depreciation\n\n​\n\n$\n\n43.9\n\n​\n\n$\n\n47.7\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n91.6\n\nOther cost of goods sold\n\n​\n\n​\n\n14.3\n\n​\n\n​\n\n10.6\n\n​\n\n​\n\n1.9\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n26.8\n\nTotal cost of goods sold\n\n​\n\n​\n\n58.2\n\n​\n\n​\n\n58.3\n\n​\n\n​\n\n1.9\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n118.4\n\nSeverance and related costs\n\n​\n\n​\n\n12.7\n\n​\n\n​\n\n9.7\n\n​\n\n​\n\n6.4\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n26.5\n\n​\n\n​\n\n55.6\n\nAsset impairment (net of gains on disposal)\n\n​\n\n​\n\n37.2\n\n​\n\n​\n\n78.1\n\n​\n\n​\n\n12.4\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(0.4)\n\n​\n\n​\n\n127.3\n\nContract/lease termination\n\n​\n\n​\n\n2.4\n\n​\n\n​\n\n0.9\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n3.9\n\nConsulting/professional fees\n\n​\n\n​\n\n0.5\n\n​\n\n​\n\n0.6\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n12.3\n\n​\n\n​\n\n13.4\n\nOther selling, general and administrative expenses\n\n​\n\n​\n\n25.0\n\n​\n\n​\n\n10.3\n\n​\n\n​\n\n0.9\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1.3\n\n​\n\n​\n\n37.5\n\nTotal selling, general and administrative expenses\n\n​\n\n​\n\n77.8\n\n​\n\n​\n\n99.6\n\n​\n\n​\n\n20.0\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n40.0\n\n​\n\n​\n\n237.7\n\nTotal\n\n​\n\n$\n\n136.0\n\n​\n\n$\n\n157.9\n\n​\n\n$\n\n21.9\n\n​\n\n$\n\n0.3\n\n​\n\n$\n\n40.0\n\n​\n\n$\n\n356.1\n\nPension and postretirement non-service income\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n0.6\n\nConsolidated total\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n$\n\n356.7\n\n​\n\nDuring fiscal 2026, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:\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​\n\n​\n\n​\n\n​\n\n**Grocery &**\n\n​\n\n**Refrigerated**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**Snacks**\n\n**  ​ ​ ​**\n\n**& Frozen**\n\n**  ​ ​ ​**\n\n**International**\n\n**  ​ ​ ​**\n\n**Corporate**\n\n**  ​ ​ ​**\n\n**Total**\n\nAccelerated depreciation\n\n​\n\n$\n\n0.5\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n0.5\n\nOther cost of goods sold\n\n​\n\n​\n\n2.2\n\n​\n\n​\n\n1.1\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n3.3\n\nTotal cost of goods sold\n\n​\n\n​\n\n2.7\n\n​\n\n​\n\n1.1\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n3.8\n\nSeverance and related costs\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n0.8\n\n​\n\n​\n\n10.6\n\n​\n\n​\n\n11.4\n\nAsset impairment (net of gains on disposal)\n\n​\n\n​\n\n12.0\n\n​\n\n​\n\n(6.9)\n\n​\n\n​\n\n0.1\n\n​\n\n​\n\n(0.4)\n\n​\n\n​\n\n4.8\n\nContract/lease termination\n\n​\n\n​\n\n0.4\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n0.2\n\n​\n\n​\n\n0.6\n\nConsulting/professional fees\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n5.5\n\n​\n\n​\n\n5.5\n\nOther selling, general and administrative expenses\n\n​\n\n​\n\n5.5\n\n​\n\n​\n\n0.5\n\n​\n\n​\n\n—\n\n​\n\n​\n\n0.2\n\n​\n\n​\n\n6.2\n\nTotal selling, general and administrative expenses\n\n​\n\n​\n\n17.9\n\n​\n\n​\n\n(6.4)\n\n​\n\n​\n\n0.9\n\n​\n\n​\n\n16.1\n\n​\n\n​\n\n28.5\n\nTotal\n\n​\n\n$\n\n20.6\n\n​\n\n$\n\n(5.3)\n\n​\n\n$\n\n0.9\n\n​\n\n$\n\n16.1\n\n​\n\n$\n\n32.3\n\n​\n\nIncluded in the above results are $26.0 million of charges that have resulted or will result in cash outflows and $6.3 million in non-cash charges.\n\n50\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nWe recognized the following cumulative (plan inception to May 31, 2026) pre-tax expenses for the Conagra Restructuring Plan in our Consolidated Statements of Operations:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Grocery &**\n\n​\n\n**Refrigerated**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Snacks**\n\n**  ​ ​ ​**\n\n**& Frozen**\n\n**  ​ ​ ​**\n\n**International**\n\n**  ​ ​ ​**\n\n**Foodservice**\n\n**  ​ ​ ​**\n\n**Corporate**\n\n**  ​ ​ ​**\n\n**Total**\n\nAccelerated depreciation\n\n​\n\n$\n\n43.9\n\n​\n\n$\n\n47.7\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n91.6\n\nOther cost of goods sold\n\n​\n\n​\n\n14.3\n\n​\n\n​\n\n10.6\n\n​\n\n​\n\n2.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n26.9\n\nTotal cost of goods sold\n\n​\n\n​\n\n58.2\n\n​\n\n​\n\n58.3\n\n​\n\n​\n\n2.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n118.5\n\nSeverance and related costs\n\n​\n\n​\n\n12.7\n\n​\n\n​\n\n9.7\n\n​\n\n​\n\n6.4\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n26.4\n\n​\n\n​\n\n55.5\n\nAsset impairment (net of gains on disposal)\n\n​\n\n​\n\n37.2\n\n​\n\n​\n\n78.1\n\n​\n\n​\n\n12.4\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(0.4)\n\n​\n\n​\n\n127.3\n\nContract/lease termination\n\n​\n\n​\n\n2.4\n\n​\n\n​\n\n0.9\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n3.9\n\nConsulting/professional fees\n\n​\n\n​\n\n0.5\n\n​\n\n​\n\n0.6\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n10.6\n\n​\n\n​\n\n11.7\n\nOther selling, general and administrative expenses\n\n​\n\n​\n\n24.5\n\n​\n\n​\n\n9.3\n\n​\n\n​\n\n0.8\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1.4\n\n​\n\n​\n\n36.0\n\nTotal selling, general and administrative expenses\n\n​\n\n​\n\n77.3\n\n​\n\n​\n\n98.6\n\n​\n\n​\n\n19.9\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n38.3\n\n​\n\n​\n\n234.4\n\nTotal\n\n​\n\n$\n\n135.5\n\n​\n\n$\n\n156.9\n\n​\n\n$\n\n21.9\n\n​\n\n$\n\n0.3\n\n​\n\n$\n\n38.3\n\n​\n\n$\n\n352.9\n\nPension and postretirement non-service income\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n0.6\n\nConsolidated total\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n$\n\n353.5\n\n​\n\nIncluded in the above results are $118.9 million of charges that have resulted or will result in cash outflows and $234.6 million in non-cash charges.\n\nLiabilities recorded for the above restructuring activities and changes therein for fiscal 2026 were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Costs**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Balance at**\n\n​\n\n**Incurred**\n\n​\n\n**Costs Paid**\n\n​\n\n​\n\n​\n\n​\n\n**Balance at**\n\n​\n\n​\n\n**May 25,**\n\n​\n\n**and Charged**\n\n​\n\n**or Otherwise**\n\n​\n\n**Changes in**\n\n​\n\n**May 31,**\n\n​\n\n****​\n\n**2025**\n\n​\n\n**to Expense**\n\n****​\n\n**Settled**\n\n****​\n\n**Estimates**\n\n****​\n\n**2026**\n\nSeverance and related costs\n\n​\n\n$\n\n14.6\n\n​\n\n$\n\n15.2\n\n​\n\n$\n\n(13.5)\n\n​\n\n$\n\n(2.2)\n\n​\n\n$\n\n14.1\n\nContract/lease termination\n\n​\n\n​\n\n—\n\n​\n\n​\n\n0.6\n\n​\n\n​\n\n(0.6)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nConsulting/professional fees\n\n​\n\n​\n\n—\n\n​\n\n​\n\n5.5\n\n​\n\n​\n\n(3.7)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1.8\n\nOther costs\n\n​\n\n​\n\n2.8\n\n​\n\n​\n\n12.7\n\n​\n\n​\n\n(9.6)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n5.9\n\nTotal\n\n​\n\n$\n\n17.4\n\n​\n\n$\n\n34.0\n\n​\n\n$\n\n(27.4)\n\n​\n\n$\n\n(2.2)\n\n​\n\n$\n\n21.8\n\n​\n\n​\n\n51\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n4. LONG-TERM DEBT\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**May 31, 2026**\n\n**  ​ ​ ​**\n\n**May 25, 2025**\n\n5.4% senior debt due November 2048\n\n​\n\n$\n\n1,000.0\n\n​\n\n$\n\n1,000.0\n\n4.65% senior debt due January 2043\n\n​\n\n​\n\n176.7\n\n​\n\n​\n\n176.7\n\n6.625% senior debt due August 2039\n\n​\n\n​\n\n91.4\n\n​\n\n​\n\n91.4\n\n5.3% senior debt due November 2038\n\n​\n\n​\n\n1,000.0\n\n​\n\n​\n\n1,000.0\n\n5.75% senior debt due August 2035\n\n​\n\n​\n\n500.0\n\n​\n\n​\n\n—\n\n8.25% senior debt due September 2030\n\n​\n\n​\n\n300.0\n\n​\n\n​\n\n300.0\n\n5.0% senior debt due August 2030\n\n​\n\n​\n\n500.0\n\n​\n\n​\n\n—\n\n4.85% senior debt due November 2028\n\n​\n\n​\n\n1,300.0\n\n​\n\n​\n\n1,300.0\n\n7.0% senior debt due October 2028\n\n​\n\n​\n\n382.2\n\n​\n\n​\n\n382.2\n\n1.375% senior debt due November 2027\n\n​\n\n​\n\n1,000.0\n\n​\n\n​\n\n1,000.0\n\n6.7% senior debt due August 2027\n\n​\n\n​\n\n9.2\n\n​\n\n​\n\n9.2\n\n7.125% senior debt due October 2026\n\n​\n\n​\n\n262.5\n\n​\n\n​\n\n262.5\n\n5.3% senior debt due October 2026\n\n​\n\n​\n\n500.0\n\n​\n\n​\n\n500.0\n\n4.6% senior debt due November 2025\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,000.0\n\n0.89% to 13.22% lease financing obligations due on various dates through 2043\n\n​\n\n​\n\n240.4\n\n​\n\n​\n\n267.2\n\nTotal face value of debt\n\n​\n\n​\n\n7,262.4\n\n​\n\n​\n\n7,289.2\n\nUnamortized fair value adjustment\n\n​\n\n​\n\n16.1\n\n​\n\n​\n\n16.9\n\nUnamortized discounts\n\n​\n\n​\n\n(13.6)\n\n​\n\n​\n\n(14.7)\n\nUnamortized debt issuance costs\n\n​\n\n​\n\n(30.7)\n\n​\n\n​\n\n(28.5)\n\nLess current installments\n\n​\n\n​\n\n(778.2)\n\n​\n\n​\n\n(1,028.8)\n\nTotal long-term debt\n\n​\n\n$\n\n6,456.0\n\n​\n\n$\n\n6,234.1\n\n​\n\nThe aggregate minimum principal maturities of the long-term debt for each of the five fiscal years following May 31, 2026 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n2027\n\n  ​ ​\n\n$\n\n778.8\n\n2028\n\n​\n\n​\n\n1,025.9\n\n2029\n\n​\n\n​\n\n1,699.3\n\n2030\n\n​\n\n​\n\n19.0\n\n2031\n\n​\n\n​\n\n818.0\n\n​\n\nSenior Notes\n\n​\n\nIn the second quarter of fiscal 2026, we repaid the entire outstanding $1.00 billion aggregate principal amount of our 4.60% senior unsecured notes on their maturity date of November 1, 2025. The repayment was funded by using the net proceeds from the issuance of $500.0 million aggregate principal amount of 5.00% senior unsecured notes due August 1, 2030 and $500.0 million aggregate principal amount of 5.75% senior unsecured notes due August 1, 2035 (the “Senior Unsecured Notes”), along with the issuance of commercial paper and operating cash flows.\n\nIn the fourth quarter of fiscal 2024, we repaid the entire outstanding $1.00 billion aggregate principal amount of our 4.30% senior unsecured 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.\n\nIn the first quarter of fiscal 2024, we repaid the entire outstanding $500.0 million aggregate principal amount of our 0.50% senior unsecured 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.\n\n52\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n2023 Term Loan\n\nWe 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 $250.0 million aggregate principal amount outstanding, utilizing primarily operating cash flow.\n\nInterest Expense\n\nNet interest expense consists of:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n​\n\n**2026**\n\n**  ​ ​ ​**\n\n​\n\n**2025**\n\n**  ​ ​ ​**\n\n​\n\n**2024**\n\nLong-term debt\n\n​\n\n$\n\n385.0\n\n​\n\n$\n\n367.1\n\n​\n\n$\n\n419.2\n\nShort-term debt\n\n​\n\n​\n\n12.9\n\n​\n\n​\n\n60.4\n\n​\n\n​\n\n25.8\n\nInterest income\n\n​\n\n​\n\n(7.5)\n\n​\n\n​\n\n(2.5)\n\n​\n\n​\n\n(5.7)\n\nInterest capitalized\n\n​\n\n​\n\n(7.8)\n\n​\n\n​\n\n(8.3)\n\n​\n\n​\n\n(8.8)\n\n​\n\n​\n\n$\n\n382.6\n\n​\n\n$\n\n416.7\n\n​\n\n$\n\n430.5\n\n​\n\nInterest paid was $374.2 million, $426.7 million, and $444.2 million in fiscal 2026, 2025, and 2024, respectively.\n\n5. CREDIT FACILITIES AND BORROWINGS\n\n2025 Term Loan\n\nIn 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 was classified as notes payable within our Consolidated Balance Sheets. The 2025 Term Loan matured on October 29, 2025 and bore interest at, based upon 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 2025 Term Loan Agreement allowed the Company to voluntarily prepay loans, in whole or in part, without premium or penalty, subject to certain conditions. During the first quarter of fiscal 2026, we prepaid the $200.0 million aggregate principal amount outstanding under the unsecured term loan utilizing a portion of the proceeds received in connection with the sale of our *Chef Boyardee*® business (see Note 7) and proceeds from the issuance of the Senior Unsecured Notes (see Note 4).\n\n2024 Term Loan\n\nIn 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 was 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, bore interest at, based upon 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 2024 Term Loan Agreement allowed the Company to voluntarily prepay loans, in whole or in part, without premium or penalty, subject to certain conditions. During the first quarter of fiscal 2026, we prepaid the $300.0 million aggregate principal amount outstanding under the unsecured term loan utilizing a portion of the proceeds received in connection with the sale of our *Chef Boyardee*® business (see Note 7) and proceeds from the issuance of the Senior Unsecured Notes (see Note 4).\n\n53\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nRevolving Credit Facility\n\nDuring the first quarter of fiscal 2026, we terminated and replaced our prior 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 is unsecured. The Company may request the term of the Amended Revolving Credit Agreement be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. As of May 31, 2026, there were no outstanding borrowings under the Amended Revolving Credit Agreement.\n\nThe 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 31, 2026, we were in compliance with all financial covenants under the Revolving Credit Agreement.\n\nCommercial Paper\n\nWe finance our short-term liquidity needs with existing cash balances, cash flows from operations, and commercial paper borrowings. As of May 31, 2026, we had no outstanding borrowings under our commercial paper program. 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%.\n\n**6. FINANCING ARRANGEMENTS**\n\nSupplier Financing Arrangements\n\nIn 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 31, 2026 and May 25, 2025, $248.4 million and $292.2 million, respectively, of our total accounts and other payables were subject to these arrangements. The associated payments are included in net cash flows from operating activities within our Consolidated Statements of Cash Flows.\n\nWe 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 31, 2026 and May 25, 2025, we had approximately $34.2 million and $45.9 million, respectively, of short-term borrowings related to these arrangements.\n\nThe roll-forward of our outstanding obligations confirmed as valid under our supplier finance program for fiscal 2026 and 2025 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**May 31, 2026**\n\n​\n\n​\n\n**May 25, 2025**\n\nObligations outstanding at the beginning of the year\n\n​\n\n$\n\n338.1\n\n​\n\n$\n\n377.3\n\nNew invoices confirmed during the year\n\n​\n\n​\n\n877.2\n\n​\n\n​\n\n1,036.8\n\nConfirmed invoices paid during the year\n\n​\n\n​\n\n(932.7)\n\n​\n\n​\n\n(1,076.0)\n\nObligations outstanding at the end of the year\n\n​\n\n$\n\n282.6\n\n​\n\n$\n\n338.1\n\n​\n\n​\n\n54\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n7. DIVESTITURES AND ASSETS HELD FOR SALE\n\nChef Boyardee® Business\n\nDuring the first quarter of fiscal 2026, we completed the sale of our *Chef Boyardee*® business for net proceeds of $607.0 million, including working capital adjustments. The business results were previously reported in our Grocery & Snacks, International, and Foodservice segments. We recognized a gain on the sale of $42.7 million within Loss (gain) on divestitures in fiscal 2026.\n\nThe assets and liabilities related to our *Chef Boyardee*® business have been reclassified as assets and liabilities held for sale within our Consolidated Balance Sheets for the period presented prior to the divestiture. The assets and liabilities related to our *Chef Boyardee*® business classified as held for sale reflected in our Consolidated Balance Sheets were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**May 25, 2025**\n\nCurrent assets\n\n$\n\n69.2\n\nNoncurrent assets (including goodwill of $230.4 million)\n\n​\n\n488.8\n\nCurrent liabilities\n\n​\n\n2.7\n\nNoncurrent liabilities\n\n​\n\n0.2\n\n​\n\nFrozen Fish Business\n\n​\n\nDuring the first quarter of fiscal 2026, we completed the sale of our frozen fish business, which includes our *Van De Kamp’s*® and *Mrs. Paul’s*®**brands for net proceeds of $41.9 million, including working capital adjustments. The business results were previously reported primarily in our Refrigerated & Frozen segment. We recognized a loss on the sale of $0.5 million within Loss (gain) on divestitures in fiscal 2026. In connection with the sale of this business, we recognized an impairment charge of $27.2 million in our Refrigerated & Frozen segment within Loss (gain) on divestitures during fiscal 2025.\n\nThe assets related to our frozen fish business have been reclassified as assets held for sale within our Consolidated Balance Sheets for the period presented prior to the divestiture. The assets related to our frozen fish business classified as held for sale reflected in our Consolidated Balance Sheets were as follows:  \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**May 25, 2025**\n\nCurrent assets\n\n$\n\n24.9\n\nNoncurrent assets (including goodwill of $17.1 million)\n\n​\n\n18.6\n\n​\n\nAgro Tech Foods Limited Divestiture\n\nDuring 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 (gain) on divestitures in 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 (gain) on divestitures related to this business. As a result of the timing of certain tax elections, we recognized income tax expense of $11.1 million in fiscal 2026 associated with this divestiture.\n\n​\n\nOther Assets Held for Sale\n\nDuring fiscal 2026, we sold a certain manufacturing facility and related warehouse in our Refrigerated & Frozen segment for net proceeds of approximately $26.5 million. We recognized a gain of $8.3 million on the sale within SG&A expenses in fiscal 2026 included in restructuring activities (see Note 3). These assets have been classified as assets held for sale within our Consolidated Balance Sheets for the period presented prior to the sale.\n\n55\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nIn 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.\n\nThe other assets currently classified as noncurrent assets held for sale in our Consolidated Balance Sheets were $13.0 million and $34.9 million as of May 31, 2026 and May 25, 2025, respectively.\n\n​\n\n8. INVESTMENTS IN JOINT VENTURES\n\nThe total carrying value of our equity method investments at the end of fiscal 2026 and 2025 was $947.4 million and $936.8 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.\n\nIn fiscal 2026, we had purchases from our equity method investees of $27.7 million. Total dividends received from equity method investments in fiscal 2026 were $141.1 million.\n\nIn 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.\n\nIn 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 $251.6 million.\n\nSummarized combined financial information for our equity method investments on a 100% basis is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nNet sales:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nArdent Mills\n\n​\n\n$\n\n3,710.6\n\n​\n\n$\n\n3,998.2\n\n​\n\n$\n\n4,597.9\n\nOther\n\n​\n\n​\n\n354.9\n\n​\n\n​\n\n339.3\n\n​\n\n​\n\n361.4\n\nTotal net sales\n\n​\n\n$\n\n4,065.5\n\n​\n\n$\n\n4,337.5\n\n​\n\n$\n\n4,959.3\n\nGross profit:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nArdent Mills\n\n​\n\n$\n\n525.7\n\n​\n\n$\n\n656.2\n\n​\n\n$\n\n642.0\n\nOther\n\n​\n\n​\n\n94.5\n\n​\n\n​\n\n85.0\n\n​\n\n​\n\n87.1\n\nTotal gross profit\n\n​\n\n$\n\n620.2\n\n​\n\n$\n\n741.2\n\n​\n\n$\n\n729.1\n\nEarnings after income taxes:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nArdent Mills\n\n​\n\n$\n\n267.4\n\n​\n\n$\n\n369.2\n\n​\n\n$\n\n361.5\n\nOther\n\n​\n\n​\n\n47.7\n\n​\n\n​\n\n40.5\n\n​\n\n​\n\n37.4\n\nTotal earnings after income taxes\n\n​\n\n$\n\n315.1\n\n​\n\n$\n\n409.7\n\n​\n\n$\n\n398.9\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**May 31, 2026**\n\n**  ​ ​ ​**\n\n**May 25, 2025**\n\nArdent Mills:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrent assets\n\n​\n\n$\n\n1,300.7\n\n​\n\n$\n\n1,365.2\n\nNoncurrent assets\n\n​\n\n​\n\n1,846.5\n\n​\n\n​\n\n1,840.6\n\nCurrent liabilities\n\n​\n\n​\n\n562.2\n\n​\n\n​\n\n521.9\n\nNoncurrent liabilities\n\n​\n\n​\n\n556.2\n\n​\n\n​\n\n571.5\n\nOther:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrent assets\n\n​\n\n$\n\n180.0\n\n​\n\n$\n\n142.0\n\nNoncurrent assets\n\n​\n\n​\n\n64.0\n\n​\n\n​\n\n50.5\n\nCurrent liabilities\n\n​\n\n​\n\n49.1\n\n​\n\n​\n\n46.5\n\nNoncurrent liabilities\n\n​\n\n​\n\n1.3\n\n​\n\n​\n\n2.6\n\n​\n\n​\n\n56\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n9. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS\n\nThe change in the carrying amount of goodwill for fiscal 2026 and 2025, excluding amounts classified as held for sale (see Note 7), was as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Grocery &**\n\n​\n\n**Refrigerated &**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Snacks**\n\n**  ​ ​ ​**\n\n**Frozen**1\n\n**  ​ ​ ​**\n\n**International**\n\n**  ​ ​ ​**\n\n**Foodservice**\n\n**  ​ ​ ​**\n\n**Total**\n\nBalance as of May 26, 2024\n\n​\n\n$\n\n4,486.8\n\n​\n\n$\n\n4,916.6\n\n​\n\n$\n\n202.4\n\n​\n\n$\n\n720.1\n\n​\n\n$\n\n10,325.9\n\nCurrency translation\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(0.3)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(0.3)\n\nAcquisitions\n\n​\n\n​\n\n176.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n176.3\n\nBalance as of May 25, 2025\n\n​\n\n$\n\n4,663.1\n\n​\n\n$\n\n4,916.6\n\n​\n\n$\n\n202.1\n\n​\n\n$\n\n720.1\n\n​\n\n$\n\n10,501.9\n\nCurrency translation\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(0.2)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(0.2)\n\nImpairments\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(2,382.4)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(2,382.4)\n\nBalance as of May 31, 2026\n\n​\n\n$\n\n4,663.1\n\n​\n\n$\n\n2,534.2\n\n​\n\n$\n\n201.9\n\n​\n\n$\n\n720.1\n\n​\n\n$\n\n8,119.3\n\n​\n\n1 The carrying amounts of goodwill within the Refrigerated & Frozen segment as of both May 31, 2026 and May 25, 2025 were net of accumulated impairment losses of $3.05 billion and $668.2 million, respectively.\n\n​\n\nOther identifiable intangible assets, excluding amounts classified as held for sale, were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**Gross Carrying**\n\n​\n\n**Accumulated**\n\n​\n\n**Gross Carrying**\n\n​\n\n**Accumulated**\n\n​\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​ ​ ​**\n\n**Amortization**\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​ ​ ​**\n\n**Amortization**\n\nNon-amortizing intangible assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBrands and trademarks\n\n​\n\n$\n\n1,253.3\n\n​\n\n$\n\n—\n\n​\n\n$\n\n1,800.5\n\n​\n\n$\n\n—\n\nAmortizing intangible assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCustomer relationships and intellectual property\n\n​\n\n​\n\n1,215.7\n\n​\n\n​\n\n638.3\n\n​\n\n​\n\n1,215.9\n\n​\n\n​\n\n595.3\n\n​\n\n​\n\n$\n\n2,469.0\n\n​\n\n$\n\n638.3\n\n​\n\n$\n\n3,016.4\n\n​\n\n$\n\n595.3\n\n​\n\n2026 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing\n\nDuring the second quarter of fiscal 2026, we identified triggering events requiring an interim goodwill impairment assessment of certain reporting units and certain other assets within those reporting units, including indefinite lived intangibles (brand names and trademarks), due to a sustained decline in market capitalization and stock price. As a result, during the second quarter we performed an interim quantitative impairment test over the Refrigerated & Frozen and Foodservice reporting units and the *Birds Eye*®*,* *Earth Balance*®, and *Smart Balance*® brand names.\n\n​\n\nThe fair value of our reporting units is typically estimated using a discounted cash flow method and, in certain circumstances, we also use a guideline public company 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. The guideline public company method is based on our actual and estimated EBITDA and considers public companies that are comparable to our reporting units. When determining future cash flow estimates, we consider historical results, adjusted to reflect current and anticipated operating conditions. Under our discounted cash flow method, 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). 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 selected EBITDA multiples, future cash flows, discount rates, royalty rates, or terminal growth rates could produce substantially different estimates of the fair value.\n\n​\n\nWe completed a quantitative impairment test for the Refrigerated & Frozen and Foodservice reporting units with the assistance of a third-party valuation specialist using both a discounted cash flow method and a guideline public company method. As a result of our impairment tests, in the second quarter of fiscal 2026, we recognized non-cash goodwill impairment charges of $771.3 million in the Refrigerated & Frozen reporting unit within goodwill impairment charges. The goodwill impairment was primarily driven by a 150-\n\n57\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nbasis point increase in the discount rate reflecting heightened macroeconomic uncertainty and weakened consumer sentiment, lower market multiples in our industry as of our testing date, and a downward revision to our projected sales and profit margins for this specific reporting unit.\n\n​\n\nIn addition, we recognized impairment charges in the second quarter of fiscal 2026, within other intangible asset impairment charges of $180.0 million related to our *Birds Eye*® brand name and $17.0 million related to our spreads businesses (*Earth Balance*® and *Smart Balance*®), both of which were primarily included in our Refrigerated and Frozen segment. The other intangible asset impairments were primarily driven by the increase in the discount rate. In addition, *Birds Eye*® was negatively impacted by lower than expected profit margins which resulted in a reduction in our assumed royalty rate.\n\n​\n\nIn the fourth quarter of fiscal 2026, we identified triggering events to test goodwill for impairment due to continued decline in market capitalization and stock price. As a result of our assessment of the triggering events, we completed a quantitative impairment test for the Refrigerated & Frozen reporting unit using both a discounted cash flow method and a guideline public company method. As a result of our impairment tests, we recognized goodwill impairment charges of $1.61 billion within goodwill impairment charges. The impairment was primarily driven by a 200-basis point increase in the discount rate from our last quantitative assessment completed in the second quarter of fiscal 2026 reflecting lower market multiples in our industry, uncertainty in the market and global economy due to potential implications from geopolitical conflicts, inflationary pressures, and other macroeconomic factors, and a downward revision to our projected sales and profit margins for this specific reporting unit. After this impairment the goodwill carrying amount of our Refrigerated & Frozen reporting unit is approximately $2.53 billion.\n\n​\n\nIn the fourth quarter of fiscal 2026, we also recognized impairment charges on certain indefinite lived intangibles within other intangible asset impairment charges of $350.2 million within our Grocery & Snacks and Refrigerated & Frozen segments. The most notable brands with impairments included *Birds Eye*®*,* *Armour*®, *Bertolli*®, *Angie’s*® BOOMCHICKAPOP®, and *Wish-Bone*®. All brands were negatively impacted by the increase in our discount rate discussed above. Several of these brands were also negatively impacted by revised sales growth expectations. Including the impairments of certain brands recognized in the second quarter of fiscal 2026, discussed above, our total brand impairment charges recognized in fiscal 2026 were $547.2 million.\n\nThe Refrigerated & Frozen reporting unit and certain of our indefinite lived intangibles were written down to fair value as of the end of fiscal 2026, resulting in zero excess fair value over carrying amount, and, as a result, will have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. All other reporting units and indefinite lived intangibles had more than 20% excess fair value over carrying amount as of our last quantitative assessment. We will continue to monitor the impact of any significant changes in consumer purchasing behaviors, input cost inflation, and other macroeconomic conditions that could change certain assumptions and result in future impairments.\n\n2025 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing\n\nDuring 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).\n\nWe 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. 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.\n\nIn 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. As a result of our fiscal 2025 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\n\n58\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nsales 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.\n\n2024 Goodwill and Indefinite-Lived Intangible Asset Impairment Testing\n\nIn 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.\n\nAs 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.\n\nDefinite-Lived Intangible Assets\n\nAmortizing intangible assets, carrying a remaining weighted-average life of approximately 15 years, are principally composed of customer relationships and acquired intellectual property. For fiscal 2026, 2025, and 2024, we recognized amortization expense of $43.1 million, $53.7 million, and $53.6 million, respectively. Based on amortizing assets recognized in our Consolidated Balance Sheet as of May 31, 2026, amortization expense for the next five years is estimated to be as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n2027\n\n​\n\n$\n\n43.0\n\n2028\n\n​\n\n​\n\n40.6\n\n2029\n\n​\n\n​\n\n39.3\n\n2030\n\n​\n\n​\n\n39.0\n\n2031\n\n​\n\n​\n\n38.4\n\n​\n\n​\n\n10. EARNINGS (LOSS) PER SHARE\n\nBasic earnings (loss) 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. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards from the diluted loss per share calculation, as their inclusion would have an antidilutive effect.\n\n59\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n​\n\nThe following table reconciles the income (loss) and average share amounts used to compute both basic and diluted earnings (loss) per share:\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**2026**\n\n****​\n\n**2025**\n\n****​\n\n**2024**\n\n**Net income (loss) attributable to Conagra Brands, Inc. common stockholders:**\n\n​\n\n$\n\n(1,916.2)\n\n​\n\n$\n\n1,152.4\n\n​\n\n$\n\n347.2\n\n**Weighted average shares outstanding:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBasic weighted average shares outstanding\n\n​\n\n​\n\n479.0\n\n​\n\n​\n\n478.3\n\n​\n\n​\n\n478.6\n\nAdd: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1.4\n\n​\n\n​\n\n1.4\n\nDiluted weighted average shares outstanding\n\n​\n\n​\n\n479.0\n\n​\n\n​\n\n479.7\n\n​\n\n​\n\n480.0\n\n​\n\nFor fiscal 2026, all 0.8 million of dilutive restricted stock units outstanding were excluded from the computation of diluted weighted averages shares, as we recognized a net loss. For fiscal 2025 and 2024, there were 1.4 million and 1.2 million stock options outstanding, respectively, that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.\n\n11. INVENTORIES\n\nThe major classes of inventories, excluding amounts classified as held for sale (see Note 7), were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**May 31, 2026**\n\n****​\n\n**May 25, 2025**\n\nRaw materials and packaging\n\n​\n\n$\n\n296.5\n\n​\n\n$\n\n300.8\n\nWork in process\n\n​\n\n​\n\n238.9\n\n​\n\n​\n\n243.5\n\nFinished goods\n\n​\n\n​\n\n1,256.3\n\n​\n\n​\n\n1,393.0\n\nSupplies and other\n\n​\n\n​\n\n113.7\n\n​\n\n​\n\n111.0\n\nTotal\n\n​\n\n$\n\n1,905.4\n\n​\n\n$\n\n2,048.3\n\n​\n\n​\n\n​\n\n​\n\n12. CAPITAL STOCK\n\nThe 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 31, 2026.\n\nWe 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 0.8 million shares of our common stock for approximately $15.0 million in fiscal 2026 and 2.1 million shares of our common stock for approximately $64.0 million in fiscal 2025.\n\n13. SHARE-BASED PAYMENTS\n\nIn 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.\n\nOn 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 31, 2026, approximately 11.3 million shares remained reserved for granting new share-based awards.\n\n60\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nShare Unit Awards\n\nIn 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.\n\nWe 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 $53.2 million, $47.3 million, and $38.5 million for fiscal 2026, 2025, and 2024, respectively. The tax benefit related to the stock-settled share unit award compensation expense for fiscal 2026, 2025, and 2024 was $10.7 million, $9.5 million, and $7.7 million, respectively.\n\nThe following table summarizes the nonvested share units as of May 31, 2026 and changes during the fiscal year then ended:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Stock-Settled**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Weighted**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Average**\n\n​\n\n​\n\n**Share Units**\n\n​\n\n**Grant-Date**\n\n**Share Units**\n\n**  ​ ​ ​**\n\n**(in Millions)**\n\n**  ​ ​ ​**\n\n**Fair Value**\n\nNonvested share units at May 25, 2025\n\n​\n\n​\n\n4.23\n\n​\n\n$\n\n31.29\n\nGranted\n\n​\n\n​\n\n3.49\n\n​\n\n$\n\n16.86\n\nVested/Issued\n\n​\n\n​\n\n(2.52)\n\n​\n\n$\n\n31.23\n\nForfeited\n\n​\n\n​\n\n(0.44)\n\n​\n\n$\n\n23.59\n\nNonvested share units at May 31, 2026\n\n​\n\n​\n\n4.76\n\n​\n\n$\n\n23.07\n\n​\n\nDuring fiscal 2026, 2025, and 2024, we granted 3.5 million, 2.2 million, and 2.0 million stock-settled share units, respectively, with a weighted average grant date fair value of $16.86, $27.34, and $30.20 per share unit, respectively.\n\nThe total intrinsic value of stock-settled share units vested was $47.7 million, $43.1 million, and $28.3 million during fiscal 2026, 2025, and 2024, respectively.\n\nAt May 31, 2026, we had $48.7 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.\n\nPerformance Share Awards\n\nPerformance 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 period ending in fiscal 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 periods ending in fiscal 2027 (the “2027 performance period”) and fiscal 2028 (the “2028 performance period”) are based on our net sales and diluted EPS on a three-year cumulative basis, subject to certain adjustments, measured over the defined performance periods and are subject to adjustment based on our total shareholder return during the performance periods relative to a defined peer group. For each of the 2026 performance period, 2027 performance period, and 2028 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.\n\nAwards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in our performance share agreements, 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\n\n61\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nforecasted 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.\n\nA summary of the activity for performance share awards as of May 31, 2026 and changes during the fiscal year then ended is presented below:\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**Weighted**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Average**\n\n​\n\n​\n\n**Share Units**\n\n​\n\n**Grant-Date**\n\n**Performance Shares**\n\n**  ​ ​ ​**\n\n**(in Millions)**\n\n**  ​ ​ ​**\n\n**Fair Value**\n\nNonvested performance shares at May 25, 2025\n\n​\n\n​\n\n2.22\n\n​\n\n$\n\n31.88\n\nGranted\n\n​\n\n​\n\n1.02\n\n​\n\n$\n\n18.97\n\nAdjustments for performance results attained and dividend equivalents\n\n​\n\n​\n\n(0.13)\n\n​\n\n$\n\n33.13\n\nVested/Issued\n\n​\n\n​\n\n(0.54)\n\n​\n\n$\n\n33.13\n\nForfeited\n\n​\n\n​\n\n(0.07)\n\n​\n\n$\n\n24.58\n\nNonvested performance shares at May 31, 2026\n\n​\n\n​\n\n2.50\n\n​\n\n$\n\n26.46\n\n​\n\nWe recognized expense of $1.5 million in fiscal 2026 and a benefit of $5.8 million and $7.7 million in fiscal 2025 and 2024, respectively, for our performance share awards. The tax benefit related to the compensation expense for fiscal 2026 was $0.1 million. The tax expense related to the compensation benefit for fiscal 2025 and 2024 was $0.1 million and $0.4 million, respectively.\n\nThe total intrinsic value of performance shares vested (including shares paid in lieu of dividends) during fiscal 2026, 2025, and 2024 was $10.3 million, $17.1 million, and $22.6 million, respectively.\n\nBased on estimates at May 31, 2026, we had $4.5 million of total unrecognized compensation expense related to performance shares that will be recognized over a weighted average period of 1.9 years.\n\nStock Option Awards\n\nIn 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.\n\nCash received from stock option exercises for fiscal 2024 was $3.2 million. The actual tax benefit realized for the tax deductions from option exercises totaled $0.3 million for fiscal 2024. Cash received from stock option exercises for fiscal 2026 and 2025 and the related tax benefit realized were immaterial.\n\n14. PRE-TAX INCOME AND INCOME TAXES\n\nPre-tax income (loss) (including equity method investment earnings) consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nUnited States\n\n​\n\n$\n\n(1,912.5)\n\n​\n\n$\n\n1,047.1\n\n​\n\n$\n\n538.4\n\nForeign\n\n​\n\n​\n\n88.1\n\n​\n\n​\n\n109.1\n\n​\n\n​\n\n71.8\n\n​\n\n​\n\n$\n\n(1,824.4)\n\n​\n\n$\n\n1,156.2\n\n​\n\n$\n\n610.2\n\n​\n\n62\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nThe provision for income taxes included the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nCurrent\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFederal\n\n​\n\n$\n\n141.1\n\n​\n\n$\n\n171.7\n\n​\n\n$\n\n281.2\n\nState\n\n​\n\n​\n\n32.3\n\n​\n\n​\n\n28.1\n\n​\n\n​\n\n46.1\n\nForeign\n\n​\n\n​\n\n27.4\n\n​\n\n​\n\n28.0\n\n​\n\n​\n\n28.3\n\n​\n\n​\n\n​\n\n200.8\n\n​\n\n​\n\n227.8\n\n​\n\n​\n\n355.6\n\nDeferred\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFederal\n\n​\n\n​\n\n(61.7)\n\n​\n\n​\n\n(207.5)\n\n​\n\n​\n\n(66.7)\n\nState\n\n​\n\n​\n\n(12.3)\n\n​\n\n​\n\n(14.7)\n\n​\n\n​\n\n(17.6)\n\nForeign\n\n​\n\n​\n\n(35.0)\n\n​\n\n​\n\n(1.9)\n\n​\n\n​\n\n(8.8)\n\n​\n\n​\n\n​\n\n(109.0)\n\n​\n\n​\n\n(224.1)\n\n​\n\n​\n\n(93.1)\n\n​\n\n​\n\n$\n\n91.8\n\n​\n\n$\n\n3.7\n\n​\n\n$\n\n262.5\n\n​\n\nIncome taxes computed by applying the U.S. Federal statutory rates to income (loss) before income taxes are reconciled to the provision for income taxes set forth in the Consolidated Statements of Operations as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n​\n\n​\n\n**Amount**\n\n​\n\n**Percent**\n\n​\n\n**Amount**\n\n​\n\n**Percent**\n\n​\n\n**Amount**\n\n​\n\n**Percent**\n\nU.S. federal statutory income tax rate\n\n​\n\n$\n\n(383.1)\n\n​\n\n21.0%\n\n​\n\n$\n\n242.8\n\n​\n\n21.0%\n\n​\n\n$\n\n128.1\n\n​\n\n21.0%\n\nDomestic federal\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\nTax credits\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\nForeign tax credit\n\n​\n\n​\n\n(1.3)\n\n​\n\n0.1%\n\n​\n\n​\n\n(16.0)\n\n​\n\n(1.4)%\n\n​\n\n​\n\n(1.2)\n\n​\n\n(0.2)%\n\nOther\n\n​\n\n​\n\n(9.6)\n\n​\n\n0.5%\n\n​\n\n​\n\n(9.3)\n\n​\n\n(0.8)%\n\n​\n\n​\n\n(5.8)\n\n​\n\n(0.9)%\n\nNontaxable and nondeductible items\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\nGoodwill impairments\n\n​\n\n​\n\n478.6\n\n​\n\n(26.2)%\n\n​\n\n​\n\n1.7\n\n​\n\n0.1%\n\n​\n\n​\n\n102.1\n\n​\n\n16.7%\n\nOther\n\n​\n\n​\n\n8.4\n\n​\n\n(0.5)%\n\n​\n\n​\n\n(1.9)\n\n​\n\n(0.2)%\n\n​\n\n​\n\n0.8\n\n​\n\n0.1%\n\nCross-border tax laws\n\n​\n\n​\n\n(2.3)\n\n​\n\n0.1%\n\n​\n\n​\n\n(2.7)\n\n​\n\n(0.2)%\n\n​\n\n​\n\n(3.3)\n\n​\n\n(0.5)%\n\nChanges in valuation allowances\n\n​\n\n​\n\n5.3\n\n​\n\n(0.3)%\n\n​\n\n​\n\n(222.8)\n\n​\n\n(19.3)%\n\n​\n\n​\n\n0.4\n\n​\n\n0.1%\n\nOther\n\n​\n\n​\n\n-\n\n​\n\n0.0%\n\n​\n\n​\n\n1.7\n\n​\n\n0.1%\n\n​\n\n​\n\n2.1\n\n​\n\n0.3%\n\nDomestic state and local income taxes, net of federal effect\n\n​\n\n​\n\n20.0\n\n​\n\n(1.1)%\n\n​\n\n​\n\n11.7\n\n​\n\n1.0%\n\n​\n\n​\n\n24.5\n\n​\n\n4.0%\n\nForeign tax effects\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\nCanada\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\nWithholding tax\n\n​\n\n​\n\n0.5\n\n​\n\n(0.0)%\n\n​\n\n​\n\n2.0\n\n​\n\n0.2%\n\n​\n\n​\n\n10.8\n\n​\n\n1.8%\n\nOther\n\n​\n\n​\n\n(0.4)\n\n​\n\n0.0%\n\n​\n\n​\n\n4.0\n\n​\n\n0.3%\n\n​\n\n​\n\n2.3\n\n​\n\n0.3%\n\nMexico\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\nStatutory income tax rate differential\n\n​\n\n​\n\n6.8\n\n​\n\n(0.4)%\n\n​\n\n​\n\n7.2\n\n​\n\n0.6%\n\n​\n\n​\n\n7.9\n\n​\n\n1.3%\n\nOther\n\n​\n\n​\n\n(7.1)\n\n​\n\n0.4%\n\n​\n\n​\n\n(4.9)\n\n​\n\n(0.4)%\n\n​\n\n​\n\n(6.2)\n\n​\n\n(1.0)%\n\nPuerto Rico\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\nTax election on joint venture income tax return\n\n​\n\n​\n\n(35.2)\n\n​\n\n1.9%\n\n​\n\n​\n\n-\n\n​\n\n0.0%\n\n​\n\n​\n\n-\n\n​\n\n0.0%\n\nOther\n\n​\n\n​\n\n0.2\n\n​\n\n(0.0)%\n\n​\n\n​\n\n0.2\n\n​\n\n0.0%\n\n​\n\n​\n\n1.1\n\n​\n\n0.2%\n\nOther foreign jurisdictions\n\n​\n\n​\n\n0.4\n\n​\n\n(0.0)%\n\n​\n\n​\n\n0.3\n\n​\n\n0.0%\n\n​\n\n​\n\n2.2\n\n​\n\n0.3%\n\nWorldwide changes in unrecognized tax benefits\n\n​\n\n​\n\n10.6\n\n​\n\n(0.5)%\n\n​\n\n​\n\n(10.3)\n\n​\n\n(0.8)%\n\n​\n\n​\n\n(3.3)\n\n​\n\n(0.5)%\n\nTotal\n\n​\n\n$\n\n91.8\n\n​\n\n(5.0)%\n\n​\n\n$\n\n3.7\n\n​\n\n0.3%\n\n​\n\n$\n\n262.5\n\n​\n\n43.0%\n\n​\n\n63\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nIn fiscal 2026, state and local income taxes in California, Florida, Pennsylvania, South Carolina, and Texas comprised the majority of the domestic state and local income taxes, net of federal effect category. In fiscal 2025, state and local income taxes in Florida, Louisianna, Pennsylvania, Tennessee, and Texas comprised the majority of the domestic state and local income taxes, net of federal effect category. In fiscal 2024, state and local income taxes in California, Florida, Minnesota, Pennsylvania, and Texas comprised the majority of the domestic state and local income taxes, net of federal effect category.\n\nIncome taxes paid, net of refunds, were:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nUS federal\n\n​\n\n$\n\n112.2\n\n​\n\n$\n\n150.3\n\n​\n\n$\n\n263.7\n\nUS state and local\n\n​\n\n​\n\n36.8\n\n​\n\n​\n\n31.2\n\n​\n\n​\n\n46.8\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nForeign\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCanada\n\n​\n\n​\n\n4.1\n\n​\n\n​\n\n23.1\n\n​\n\n​\n\n*\n\nMexico\n\n​\n\n​\n\n20.0\n\n​\n\n​\n\n22.5\n\n​\n\n​\n\n21.4\n\nOther\n\n​\n\n​\n\n0.3\n\n​\n\n​\n\n0.7\n\n​\n\n​\n\n11.4\n\n​\n\n​\n\n​\n\n24.4\n\n​\n\n​\n\n46.3\n\n​\n\n​\n\n32.8\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTotal\n\n​\n\n$\n\n173.4\n\n​\n\n$\n\n227.8\n\n​\n\n$\n\n343.3\n\n​\n\n* The amount of income taxes paid in this jurisdiction during the year were less than 5% of the total income taxes paid during the year.\n\n​\n\nThe tax effect of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**May 31, 2026**\n\n​\n\n**May 25, 2025**\n\n​\n\n**  ​ ​ ​**\n\n**Assets**\n\n**  ​ ​ ​**\n\n**Liabilities**\n\n**  ​ ​ ​**\n\n**Assets**\n\n**  ​ ​ ​**\n\n**Liabilities**\n\nProperty, plant and equipment\n\n​\n\n$\n\n—\n\n​\n\n$\n\n307.7\n\n​\n\n$\n\n—\n\n​\n\n$\n\n275.1\n\nInventory\n\n​\n\n​\n\n14.7\n\n​\n\n​\n\n—\n\n​\n\n​\n\n14.2\n\n​\n\n​\n\n—\n\nGoodwill, trademarks and other intangible assets\n\n​\n\n​\n\n341.3\n\n​\n\n​\n\n621.1\n\n​\n\n​\n\n378.0\n\n​\n\n​\n\n842.8\n\nRight-of-use assets\n\n​\n\n​\n\n—\n\n​\n\n​\n\n40.9\n\n​\n\n​\n\n—\n\n​\n\n​\n\n51.1\n\nAccrued expenses\n\n​\n\n​\n\n15.9\n\n​\n\n​\n\n—\n\n​\n\n​\n\n19.1\n\n​\n\n​\n\n—\n\nCompensation related liabilities\n\n​\n\n​\n\n30.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n29.7\n\n​\n\n​\n\n—\n\nPension and other postretirement benefits\n\n​\n\n​\n\n—\n\n​\n\n​\n\n55.5\n\n​\n\n​\n\n—\n\n​\n\n​\n\n49.0\n\nInvestment in unconsolidated subsidiaries\n\n​\n\n​\n\n—\n\n​\n\n​\n\n8.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n28.6\n\nLease liabilities\n\n​\n\n​\n\n49.7\n\n​\n\n​\n\n—\n\n​\n\n​\n\n59.4\n\n​\n\n​\n\n—\n\nOther liabilities that will give rise to future tax deductions\n\n​\n\n​\n\n55.8\n\n​\n\n​\n\n—\n\n​\n\n​\n\n65.2\n\n​\n\n​\n\n—\n\nNet capital and operating loss carryforwards\n\n​\n\n​\n\n23.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n29.0\n\n​\n\n​\n\n—\n\nResearch expenditures\n\n​\n\n​\n\n23.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n45.1\n\n​\n\n​\n\n—\n\nFederal credits\n\n​\n\n​\n\n22.8\n\n​\n\n​\n\n—\n\n​\n\n​\n\n23.8\n\n​\n\n​\n\n—\n\nOther\n\n​\n\n​\n\n27.1\n\n​\n\n​\n\n36.3\n\n​\n\n​\n\n28.7\n\n​\n\n​\n\n33.4\n\n​\n\n​\n\n​\n\n604.2\n\n​\n\n​\n\n1,069.5\n\n​\n\n​\n\n692.2\n\n​\n\n​\n\n1,280.0\n\nLess: Valuation allowance\n\n​\n\n​\n\n(213.5)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(209.4)\n\n​\n\n​\n\n—\n\nNet deferred taxes\n\n​\n\n$\n\n390.7\n\n​\n\n$\n\n1,069.5\n\n​\n\n$\n\n482.8\n\n​\n\n$\n\n1,280.0\n\n​\n\nThe liability for gross unrecognized tax benefits at May 31, 2026 was $20.3 million, excluding a related liability of $5.2 million for gross interest and penalties. As of May 25, 2025, our gross liability for unrecognized tax benefits was $11.0 million, excluding a related liability of $3.6 million for gross interest and penalties. Interest and penalties recognized in the Consolidated Statements of Operations was expense of $1.6 million, a benefit of $0.5 million, and a benefit of $1.4 million in fiscal 2026, 2025, and 2024, respectively.\n\nThe net amount of unrecognized tax benefits at May 31, 2026 and May 25, 2025 that, if recognized, would favorably impact our effective tax rate was $18.4 million and $9.3 million, respectively.\n\n64\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nWe accrue interest and penalties associated with uncertain tax positions as part of income tax expense.\n\nWe conduct business and file tax returns in numerous countries, states, and local jurisdictions. The U.S. Internal Revenue Service (“IRS”) has completed its audit of the Company for tax years through fiscal 2025. All resulting significant items for fiscal 2025 and prior years have been settled with the IRS. Statutes of limitation for pre-acquisition tax years of Pinnacle generally remain open for calendar year 2005 and subsequent years principally related to net operating losses. Other major jurisdictions where we conduct business generally have statutes of limitations ranging from three to five years.\n\nThe change in the unrecognized tax benefits for the fiscal years ended May 31, 2026 and May 25, 2025 was as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**May 31, 2026**\n\n**  ​ ​ ​**\n\n**May 25, 2025**\n\nBeginning balance\n\n​\n\n$\n\n11.0\n\n​\n\n$\n\n21.7\n\nIncreases from positions established during prior periods\n\n​\n\n​\n\n19.5\n\n​\n\n​\n\n0.9\n\nDecreases from positions established during prior periods\n\n​\n\n​\n\n(6.6)\n\n​\n\n​\n\n(0.8)\n\nIncreases from positions established during the current period\n\n​\n\n​\n\n1.0\n\n​\n\n​\n\n0.8\n\nReductions resulting from lapse of applicable statute of limitation\n\n​\n\n​\n\n(3.1)\n\n​\n\n​\n\n(2.0)\n\nDecrease from audit settlements\n\n​\n\n​\n\n(1.6)\n\n​\n\n​\n\n(9.3)\n\nOther adjustments to liability\n\n​\n\n​\n\n0.1\n\n​\n\n​\n\n(0.3)\n\nEnding balance\n\n​\n\n$\n\n20.3\n\n​\n\n$\n\n11.0\n\n​\n\nWe have approximately $22.6 million in foreign net operating loss carryforwards which expire between fiscal 2044 and 2046 and $17.1 million of federal net operating loss carryforwards which expire in fiscal 2027. Included in net deferred tax liabilities are $15.9 million of tax effected state net operating loss carryforwards which expire in various years ranging from fiscal 2027 to 2046 and $1.8 million of tax effected state capital loss balances that expire between fiscal 2027 and 2037. Foreign tax credits of $22.4 million will expire between fiscal 2027 and 2036. State tax credits of approximately $2.0 million will expire in various years ranging from fiscal 2027 to 2031.\n\nIn 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.\n\nWe 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 2026 was an increase of $4.1 million, principally related to certain tax assets being utilized in relation to the disposition of held for sale assets offset by impacts from tax law changes. 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.\n\nWe 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 $2.2 million on approximately $43.8 million of earnings at May 31, 2026. 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.\n\nOn 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 were applicable to Conagra beginning in fiscal 2026.  These changes included provisions allowing accelerated tax deductions for qualified property and research expenditures as well as allocation assumptions impacting certain tax attributes.\n\n65\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n15. LEASES\n\nWe 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.\n\nAs 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 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.\n\nWe 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.\n\nAny 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.\n\nOur 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.\n\nLeases reported in our Consolidated Balance Sheets were as follows, excluding balances related to assets and liabilities classified as held for sale:\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**Operating Leases**\n\n​\n\n**  ​ ​ ​**\n\n**Balance Sheet Location**\n\n**  ​ ​ ​**\n\n**May 31, 2026**\n\n**  ​ ​ ​**\n\n**May 25, 2025**\n\nROU assets, net\n\n​\n\nOther assets\n\n​\n\n$\n\n170.7\n\n​\n\n$\n\n209.7\n\nLease liabilities (current)\n\n​\n\nOther accrued liabilities\n\n​\n\n​\n\n36.0\n\n​\n\n​\n\n39.7\n\nLease liabilities (noncurrent)\n\n​\n\nOther noncurrent liabilities\n\n​\n\n​\n\n170.7\n\n​\n\n​\n\n203.3\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Finance Leases**\n\n​\n\n  ​ ​ ​\n\n**Balance Sheet Location**\n\n  ​ ​ ​\n\n**May 31, 2026**\n\n  ​ ​ ​\n\n**May 25, 2025**\n\nROU assets, at cost\n\n​\n\nProperty, plant and equipment\n\n​\n\n$\n\n320.9\n\n​\n\n$\n\n364.9\n\nLess accumulated depreciation\n\n​\n\nLess accumulated depreciation\n\n​\n\n​\n\n(94.0)\n\n​\n\n​\n\n(98.3)\n\nROU assets, net\n\n​\n\nProperty, plant and equipment, net\n\n​\n\n​\n\n226.9\n\n​\n\n​\n\n266.6\n\nLease liabilities (current)\n\n​\n\nCurrent installments of long-term debt\n\n​\n\n​\n\n16.1\n\n​\n\n​\n\n29.4\n\nLease liabilities (noncurrent)\n\n​\n\nSenior long-term debt, excluding current installments\n\n​\n\n​\n\n224.3\n\n​\n\n​\n\n237.8\n\n​\n\nThe components of total lease cost were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nOperating lease cost\n\n​\n\n$\n\n48.1\n\n​\n\n$\n\n47.6\n\n​\n\n$\n\n53.1\n\nFinance lease cost\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDepreciation of leased assets\n\n​\n\n​\n\n21.1\n\n​\n\n​\n\n23.4\n\n​\n\n​\n\n23.2\n\nInterest on lease liabilities\n\n​\n\n​\n\n13.3\n\n​\n\n​\n\n13.7\n\n​\n\n​\n\n12.0\n\nShort-term lease cost\n\n​\n\n​\n\n10.2\n\n​\n\n​\n\n7.9\n\n​\n\n​\n\n11.2\n\nTotal lease cost\n\n​\n\n$\n\n92.7\n\n​\n\n$\n\n92.6\n\n​\n\n$\n\n99.5\n\n​\n\n66\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nThe weighted-average remaining lease terms and weighted-average discount rate for our leases as of May 31, 2026 and May 25, 2025 were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating Leases**\n\n​\n\n**Finance Leases**\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\nWeighted-average remaining lease term (in years)\n\n​\n\n6.3\n\n​\n\n6.8\n\n​\n\n13.5\n\n​\n\n13.8\n\nWeighted-average discount rate\n\n​\n\n4.35%\n\n​\n\n4.15%\n\n​\n\n5.33%\n\n​\n\n5.26%\n\n​\n\nCash flows arising from lease transactions were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nCash paid for amounts included in the measurement of lease liabilities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating cash outflows from operating leases\n\n​\n\n$\n\n55.2\n\n​\n\n$\n\n51.0\n\n​\n\n$\n\n52.1\n\nOperating cash outflows from finance leases\n\n​\n\n​\n\n13.3\n\n​\n\n​\n\n13.7\n\n​\n\n​\n\n5.8\n\nFinancing cash outflows from finance leases\n\n​\n\n​\n\n31.0\n\n​\n\n​\n\n31.3\n\n​\n\n​\n\n22.7\n\nROU assets obtained in exchange for new lease liabilities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating leases\n\n​\n\n​\n\n6.3\n\n​\n\n​\n\n77.3\n\n​\n\n​\n\n27.5\n\nFinance leases\n\n​\n\n​\n\n4.3\n\n​\n\n​\n\n24.0\n\n​\n\n​\n\n177.3\n\n​\n\nMaturities of lease liabilities by fiscal year as of May 31, 2026 were as follows (inclusive of amounts classified as held for sale):\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**Operating Leases**\n\n**  ​ ​ ​**\n\n**Finance Leases**\n\n**  ​ ​ ​**\n\n**Total**\n\n2027\n\n​\n\n$\n\n44.2\n\n​\n\n$\n\n28.1\n\n​\n\n$\n\n72.3\n\n2028\n\n​\n\n​\n\n44.2\n\n​\n\n​\n\n28.3\n\n​\n\n​\n\n72.5\n\n2029\n\n​\n\n​\n\n34.9\n\n​\n\n​\n\n27.9\n\n​\n\n​\n\n62.8\n\n2030\n\n​\n\n​\n\n28.6\n\n​\n\n​\n\n28.8\n\n​\n\n​\n\n57.4\n\n2031\n\n​\n\n​\n\n25.9\n\n​\n\n​\n\n26.8\n\n​\n\n​\n\n52.7\n\nLater years\n\n​\n\n​\n\n62.5\n\n​\n\n​\n\n206.2\n\n​\n\n​\n\n268.7\n\nTotal lease payments\n\n​\n\n​\n\n240.3\n\n​\n\n​\n\n346.1\n\n​\n\n​\n\n586.4\n\nLess: Imputed interest\n\n​\n\n​\n\n(33.6)\n\n​\n\n​\n\n(105.7)\n\n​\n\n​\n\n(139.3)\n\nTotal lease liabilities\n\n​\n\n$\n\n206.7\n\n​\n\n$\n\n240.4\n\n​\n\n$\n\n447.1\n\n​\n\n​\n\n16. CONTINGENCIES\n\nLitigation Matters\n\nWe 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 $141.1 million in fiscal 2026 and $25 million in fiscal 2025 and has agreed to pay an additional $44.3 million in the first quarter of fiscal 2027. In connection with these settlements, the Company has secured insurance recovery from certain applicable insurers, recognizing related insurance receivables of $1.6 million within Receivables as of May 31, 2026 and $81.8 million ($78.4 million within Receivables and $3.4 million within Other assets) as of May 25, 2025. 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.\n\nIn the third quarter of fiscal 2026, a jury entered a verdict against the Company for $25 million in compensatory damages in a lawsuit captioned *Esparza v. Conagra Brands, Inc., et al.*, in which a consumer claimed personal injury due to alleged exposure to diacetyl from *Pam*® butter flavored cooking spray. An initial judgment on the verdict for $22.9 million was entered in the fourth quarter of fiscal 2026, including certain offsets. We are contesting the initial verdict, and a final judgment has not yet been entered. The Company intends to appeal any final judgment. The Company believes adequate provision has been made in its Consolidated Financial\n\n67\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nStatements for all probable and reasonably estimable losses from this lawsuit based on information available to us at the time of our evaluation. Additionally, we have put the applicable insurance carriers on notice and are pursuing available insurance coverage. \n\nIn 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 20th century for a total settlement of $101.7 million. The company paid $12.0 million toward that settlement in fiscal 2025 and made the final $16.7 million settlement payment in the second quarter of fiscal 2026.\n\nWe are party to various other lawsuits including personal injury, product liability claims (including pending litigation alleging that certain of our products should be considered “ultra-processed” and consumption of such “ultra-processed” products allegedly causes negative health impacts), 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.\n\nOur accrual for all litigation matters, including those matters described above, that are probable and estimable, was $47.7 million within Other accrued liabilities as of May 31, 2026 and $204.5 million ($160.2 million within Other accrued liabilities and $44.3 million within Other noncurrent liabilities) as of May 25, 2025.\n\nEnvironmental Matters\n\nU.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.\n\nWe 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 $39.4 million ($3.0 million within Other accrued liabilities and $36.4 million within Other noncurrent liabilities) as of May 31, 2026 and $36.0  million ($3.2 million within Other accrued liabilities and $32.8 million within Other noncurrent liabilities) as of May 25, 2025, a majority of which relates to the Superfund and state-equivalent sites referenced above.\n\nGeneral\n\nAfter 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.\n\nCosts of legal services associated with the foregoing matters are recognized within SG&A expenses as services are provided.\n\n17. DERIVATIVE FINANCIAL INSTRUMENTS\n\nOur 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.\n\n68\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nCommodity 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 31, 2026, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through June 2027.\n\nIn 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 31, 2026, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through February 2027.\n\nFrom 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.\n\nDerivatives Designated as Cash Flow Hedges\n\nDuring 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 31, 2026 was $23.0 million.\n\nEconomic Hedges of Forecasted Cash Flows\n\nMany of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results immediately.\n\nThe following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\nNet derivative gains incurred\n\n​\n\n$\n\n8.0\n\n​\n\n$\n\n6.8\n\n​\n\n$\n\n2.9\n\nLess: Net derivative gains (losses) allocated to reporting segments\n\n​\n\n​\n\n4.4\n\n​\n\n​\n\n(1.4)\n\n​\n\n​\n\n(13.2)\n\nNet derivative gains recognized in general corporate expenses\n\n​\n\n$\n\n3.6\n\n​\n\n$\n\n8.2\n\n​\n\n$\n\n16.1\n\nNet derivative gains (losses) allocated to Grocery & Snacks\n\n​\n\n$\n\n8.8\n\n​\n\n$\n\n(4.8)\n\n​\n\n$\n\n(6.1)\n\nNet derivative gains (losses) allocated to Refrigerated & Frozen\n\n​\n\n​\n\n1.6\n\n​\n\n​\n\n(3.1)\n\n​\n\n​\n\n(1.2)\n\nNet derivative gains (losses) allocated to International\n\n​\n\n​\n\n(6.8)\n\n​\n\n​\n\n7.1\n\n​\n\n​\n\n(5.6)\n\nNet derivative gains (losses) allocated to Foodservice\n\n​\n\n​\n\n0.8\n\n​\n\n​\n\n(0.6)\n\n​\n\n​\n\n(0.3)\n\nNet derivative gains (losses) included in segment operating profit\n\n​\n\n$\n\n4.4\n\n​\n\n$\n\n(1.4)\n\n​\n\n$\n\n(13.2)\n\n​\n\nAs of May 31, 2026, 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 $6.7 million. This amount reflected net gains of $6.4 million incurred during the fiscal year ended May 31, 2026, as well as net gains of $0.3 million incurred prior to fiscal 2026. 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 $6.5 million in fiscal 2027 and net gains of $0.2 million in fiscal 2028 and thereafter.\n\n69\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nEconomic Hedges of Fair Values — Foreign Currency Exchange Rate Risk\n\nWe 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, 2026, and May 26, 2025, there were no derivative instruments used to economically hedge our monetary assets or liabilities.\n\nAll 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 31, 2026 and May 25, 2025, amounts representing a right to reclaim cash collateral of $2.5 million and $0.2 million, respectively, were included in prepaid expenses and other current assets in our Consolidated Balance Sheets.\n\nDerivative assets and liabilities and amounts representing a right to reclaim cash collateral or obligation to return cash collateral were reflected in our Consolidated Balance Sheets as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**May 31, 2026**\n\n  ​ ​ ​\n\n**May 25, 2025**\n\nPrepaid expenses and other current assets\n\n​\n\n$\n\n4.7\n\n​\n\n$\n\n4.7\n\nOther accrued liabilities\n\n​\n\n​\n\n1.6\n\n​\n\n​\n\n5.1\n\n​\n\nThe following table presents our derivative assets and liabilities at May 31, 2026, on a gross basis, prior to the setoff of $0.9 million to total derivative assets and $1.6 million to total derivative liabilities where legal right of setoff existed:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Derivative Assets**\n\n​\n\n**Derivative Liabilities**\n\n​\n\n  ​ ​ ​\n\n**Balance Sheet Location**\n\n  ​ ​ ​\n\n**Fair Value**\n\n  ​ ​ ​\n\n**Balance Sheet Location**\n\n  ​ ​ ​\n\n**Fair Value**\n\nCommodity contracts\n\n​\n\nPrepaid expenses and other current assets\n\n​\n\n$\n\n3.7\n\n​\n\nOther accrued liabilities\n\n​\n\n$\n\n1.6\n\nForeign exchange contracts\n\n​\n\nPrepaid expenses and other current assets\n\n​\n\n​\n\n0.1\n\n​\n\nOther accrued liabilities\n\n​\n\n​\n\n1.6\n\nTotal derivatives not designated as hedging instruments\n\n​\n\n​\n\n​\n\n$\n\n3.8\n\n​\n\n​\n\n​\n\n$\n\n3.2\n\n​\n\nThe 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 $1.1 million to total derivative liabilities where legal right of setoff existed:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Derivative Assets**\n\n​\n\n**Derivative Liabilities**\n\n​\n\n**  ​ ​ ​**\n\n**Balance Sheet Location**\n\n**  ​ ​ ​**\n\n**Fair Value**\n\n**  ​ ​ ​**\n\n**Balance Sheet Location**\n\n**  ​ ​ ​**\n\n**Fair Value**\n\nCommodity contracts\n\n​\n\nPrepaid expenses and other current assets\n\n​\n\n$\n\n5.5\n\n​\n\nOther accrued liabilities\n\n​\n\n$\n\n2.6\n\nForeign exchange contracts\n\n​\n\nPrepaid expenses and other current assets\n\n​\n\n​\n\n—\n\n​\n\nOther accrued liabilities\n\n​\n\n​\n\n3.6\n\nTotal derivatives not designated as hedging instruments\n\n​\n\n​\n\n​\n\n$\n\n5.5\n\n​\n\n​\n\n​\n\n$\n\n6.2\n\n​\n\n70\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nThe location and amount of gains (losses) from derivatives not designated as hedging instruments in our Consolidated Statements of Operations were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Fiscal Year Ended May 31, 2026**\n\n**Derivatives Not Designated as Hedging Instruments**\n\n  ​ ​ ​\n\n**Location in Consolidated Statement of Operations of Gains (Losses) Recognized on Derivatives**\n\n  ​ ​ ​\n\n**Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Operations**\n\nCommodity contracts\n\n​\n\nCost of goods sold\n\n​\n\n$\n\n13.7\n\nForeign exchange contracts\n\n​\n\nCost of goods sold\n\n​\n\n​\n\n(5.7)\n\nTotal gains from derivative instruments not designated as hedging instruments\n\n​\n\n​\n\n​\n\n$\n\n8.0\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Fiscal Year Ended May 25, 2025**\n\n**Derivatives Not Designated as Hedging Instruments**\n\n  ​ ​ ​\n\n**Location in Consolidated Statement of Operations of Gains Recognized on Derivatives**\n\n  ​ ​ ​\n\n**Amount of Gains Recognized on Derivatives in Consolidated Statement of Operations**\n\nCommodity contracts\n\n​\n\nCost of goods sold\n\n​\n\n$\n\n2.5\n\nForeign exchange contracts\n\n​\n\nCost of goods sold\n\n​\n\n​\n\n4.3\n\nTotal gains from derivative instruments not designated as hedging instruments\n\n​\n\n​\n\n​\n\n$\n\n6.8\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Fiscal Year Ended May 26, 2024**\n\n**Derivatives Not Designated as Hedging Instruments**\n\n**  ​ ​ ​**\n\n**Location in Consolidated Statement of Operations of Gains (Losses) Recognized on Derivatives**\n\n**  ​ ​ ​**\n\n**Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Operations**\n\nCommodity contracts\n\n​\n\nCost of goods sold\n\n​\n\n$\n\n6.9\n\nForeign exchange contracts\n\n​\n\nCost of goods sold\n\n​\n\n​\n\n(4.0)\n\nTotal gains from derivative instruments not designated as hedging instruments\n\n​\n\n​\n\n​\n\n$\n\n2.9\n\n​\n\nAs of May 31, 2026, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $77.6 million for purchase contracts. As of May 25, 2025, our open commodity contracts had a notional value of $140.2 million for purchase contracts. The notional amount of our foreign currency forward and cross currency swap contracts as of May 31, 2026 and May 25, 2025 was $95.2 million and $93.5 million, respectively.\n\nWe 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.\n\nAt May 31, 2026, 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.\n\n18. PENSION AND POSTRETIREMENT BENEFITS\n\nWe 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.\n\n71\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nDuring fiscal 2026, in connection with the termination and settlement of a pension plan for the benefit of certain hourly employees, we transferred $40.3 million of our U.S. defined benefit pension plan obligations to an insurance company through the purchase of an irrevocable group annuity contract. The group annuity contract was purchased and funded directly from the assets of our pension plans, resulting in an immaterial actuarial loss in other comprehensive income. As a result of this transaction, we recognized a noncash pre-tax settlement loss of $2.7 million in pension and postretirement non-service income in the fourth quarter of fiscal 2026.\n\n​\n\nDuring 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.\n\nDuring 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 $6.8 million in the third quarter of fiscal 2024.\n\n​\n\nWe recognize the funded status of our pension and postretirement plans in the Consolidated Balance Sheets. For our pension plans, we also recognize as a component of accumulated other comprehensive income, the net of tax results of the actuarial gains or losses within the corridor and prior service costs or credits that arise during the period but are not recognized in net periodic benefit cost. For our postretirement plans, we also recognize as a component of accumulated other comprehensive income, the net of tax results of the gains or losses and prior service costs or credits that arise during the period but are not recognized in net periodic benefit cost. These amounts will be adjusted out of accumulated other comprehensive income as they are subsequently recognized as components of net periodic benefit cost. For our pension plans, we have elected to immediately recognize actuarial gains and losses in our operating results in the year in which they occur, to the extent they exceed the corridor, eliminating amortization. Amounts are included in the components of pension and postretirement plan costs, below, as recognized net actuarial loss (gain).\n\nThe changes in benefit obligations and plan assets at May 31, 2026 and May 25, 2025 are presented in the following table.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pension Plans**\n\n​\n\n**Postretirement Plans**\n\n​\n\n  ​ ​ ​ ​\n\n**2026**\n\n  ​ ​ ​ ​\n\n**2025**\n\n  ​ ​ ​ ​\n\n**2026**\n\n  ​ ​ ​ ​\n\n**2025**\n\n**Change in Benefit Obligation**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBenefit obligation at beginning of year\n\n​\n\n$\n\n1,693.8\n\n​\n\n$\n\n2,574.7\n\n​\n\n$\n\n48.3\n\n​\n\n$\n\n48.1\n\nService cost\n\n​\n\n​\n\n5.4\n\n​\n\n​\n\n5.5\n\n​\n\n​\n\n0.1\n\n​\n\n​\n\n0.1\n\nInterest cost\n\n​\n\n​\n\n87.8\n\n​\n\n​\n\n136.1\n\n​\n\n​\n\n2.2\n\n​\n\n​\n\n2.4\n\nAmendments\n\n​\n\n​\n\n1.5\n\n​\n\n​\n\n0.1\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nActuarial loss (gain)\n\n​\n\n​\n\n66.5\n\n​\n\n​\n\n(148.6)\n\n​\n\n​\n\n(0.4)\n\n​\n\n​\n\n4.4\n\nPlan settlements\n\n​\n\n​\n\n(40.3)\n\n​\n\n​\n\n(679.4)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nBenefits paid\n\n​\n\n​\n\n(138.9)\n\n​\n\n​\n\n(194.6)\n\n​\n\n​\n\n(5.9)\n\n​\n\n​\n\n(6.7)\n\nBenefit obligation at end of year\n\n​\n\n$\n\n1,675.8\n\n​\n\n$\n\n1,693.8\n\n​\n\n$\n\n44.3\n\n​\n\n$\n\n48.3\n\n**Change in Plan Assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFair value of plan assets at beginning of year\n\n​\n\n$\n\n1,946.8\n\n​\n\n$\n\n2,738.9\n\n​\n\n$\n\n—\n\n​\n\n$\n\n3.7\n\nActual return on plan assets\n\n​\n\n​\n\n173.5\n\n​\n\n​\n\n70.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(3.7)\n\nEmployer contributions\n\n​\n\n​\n\n11.4\n\n​\n\n​\n\n11.9\n\n​\n\n​\n\n5.9\n\n​\n\n​\n\n6.7\n\nPlan settlements\n\n​\n\n​\n\n(40.3)\n\n​\n\n​\n\n(679.4)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nBenefits paid\n\n​\n\n​\n\n(138.9)\n\n​\n\n​\n\n(194.6)\n\n​\n\n​\n\n(5.9)\n\n​\n\n​\n\n(6.7)\n\nFair value of plan assets at end of year\n\n​\n\n$\n\n1,952.5\n\n​\n\n$\n\n1,946.8\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n72\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nThe $66.5 million actuarial loss increasing our projected benefit obligation at the end of fiscal 2026 is principally related to the decrease in the discount rate from 5.91% to 5.65%. \n\nThe funded status and amounts recognized in our Consolidated Balance Sheets at May 31, 2026 and May 25, 2025 were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pension Plans**\n\n​\n\n**Postretirement Plans**\n\n​\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n**Funded Status**\n\n​\n\n$\n\n276.7\n\n​\n\n$\n\n253.0\n\n​\n\n$\n\n(44.3)\n\n​\n\n$\n\n(48.3)\n\n**Amounts Recognized in Consolidated Balance Sheets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOther assets\n\n​\n\n$\n\n359.5\n\n​\n\n$\n\n342.8\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nOther accrued liabilities\n\n​\n\n​\n\n(8.5)\n\n​\n\n​\n\n(9.4)\n\n​\n\n​\n\n(6.1)\n\n​\n\n​\n\n(6.6)\n\nOther noncurrent liabilities\n\n​\n\n​\n\n(74.3)\n\n​\n\n​\n\n(80.4)\n\n​\n\n​\n\n(38.2)\n\n​\n\n​\n\n(41.7)\n\n**Net Amount Recognized**\n\n​\n\n$\n\n276.7\n\n​\n\n$\n\n253.0\n\n​\n\n$\n\n(44.3)\n\n​\n\n$\n\n(48.3)\n\n**Amounts Recognized in Accumulated Other Comprehensive Income (Pre-tax)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nActuarial net gain\n\n​\n\n$\n\n(24.6)\n\n​\n\n$\n\n(49.6)\n\n​\n\n$\n\n(29.9)\n\n​\n\n$\n\n(33.1)\n\nNet prior service cost (benefit)\n\n​\n\n​\n\n6.8\n\n​\n\n​\n\n6.8\n\n​\n\n​\n\n(4.0)\n\n​\n\n​\n\n(5.7)\n\n**Total**\n\n​\n\n$\n\n(17.8)\n\n​\n\n$\n\n(42.8)\n\n​\n\n$\n\n(33.9)\n\n​\n\n$\n\n(38.8)\n\n**Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 31, 2026 and May 25, 2025**\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\nDiscount rate\n\n​\n\n​\n\n5.65%\n\n​\n\n​\n\n5.91%\n\n​\n\n​\n\n5.32%\n\n​\n\n​\n\n5.43%\n\nLong-term rate of compensation increase\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\nThe accumulated benefit obligation for all defined benefit pension plans was $1.68 billion and $1.69 billion at May 31, 2026 and May 25, 2025, respectively.\n\nThe projected benefit obligation and accumulated benefit obligation for pension plans with accumulated benefit obligations in excess of plan assets at May 31, 2026 and May 25, 2025 were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\nProjected benefit obligation\n\n​\n\n$\n\n82.7\n\n​\n\n$\n\n89.8\n\nAccumulated benefit obligation\n\n​\n\n​\n\n82.7\n\n​\n\n​\n\n89.8\n\n​\n\nComponents of pension and postretirement plan costs included:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pension Plans**\n\n​\n\n**Postretirement Plans**\n\n​\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\nService cost\n\n​\n\n$\n\n5.4\n\n​\n\n$\n\n5.5\n\n​\n\n$\n\n5.8\n\n​\n\n$\n\n0.1\n\n​\n\n$\n\n0.1\n\n​\n\n$\n\n0.1\n\nInterest cost\n\n​\n\n​\n\n87.8\n\n​\n\n​\n\n136.1\n\n​\n\n​\n\n144.7\n\n​\n\n​\n\n2.2\n\n​\n\n​\n\n2.4\n\n​\n\n​\n\n2.5\n\nExpected return on plan assets\n\n​\n\n​\n\n(109.6)\n\n​\n\n​\n\n(146.3)\n\n​\n\n​\n\n(141.3)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nAmortization of prior service cost (benefit)\n\n​\n\n​\n\n1.5\n\n​\n\n​\n\n1.6\n\n​\n\n​\n\n1.6\n\n​\n\n​\n\n(1.7)\n\n​\n\n​\n\n(1.7)\n\n​\n\n​\n\n(1.7)\n\nRecognized net actuarial gain\n\n​\n\n​\n\n(25.2)\n\n​\n\n​\n\n(3.5)\n\n​\n\n​\n\n(12.5)\n\n​\n\n​\n\n(3.6)\n\n​\n\n​\n\n(1.5)\n\n​\n\n​\n\n(4.7)\n\nSettlement loss (gain)\n\n​\n\n​\n\n2.7\n\n​\n\n​\n\n(13.0)\n\n​\n\n​\n\n1.1\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nPension and postretirement cost (benefit) — Company plans\n\n​\n\n​\n\n(37.4)\n\n​\n\n​\n\n(19.6)\n\n​\n\n​\n\n(0.6)\n\n​\n\n​\n\n(3.0)\n\n​\n\n​\n\n(0.7)\n\n​\n\n​\n\n(3.8)\n\nPension cost (benefit) — multi-employer plans\n\n​\n\n​\n\n9.1\n\n​\n\n​\n\n9.5\n\n​\n\n​\n\n9.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nTotal pension and postretirement cost (benefit)\n\n​\n\n$\n\n(28.3)\n\n​\n\n$\n\n(10.1)\n\n​\n\n$\n\n8.4\n\n​\n\n$\n\n(3.0)\n\n​\n\n$\n\n(0.7)\n\n​\n\n$\n\n(3.8)\n\n​\n\nIn fiscal 2026, 2025, and 2024, the Company recorded gains of $25.2 million, $3.5 million, and $12.5 million, respectively, reflecting the year-end write-off of actuarial gains and losses in excess of 10% of our pension liability.\n\n73\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n​\n\nOther changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pension Plans**\n\n​\n\n**Postretirement Plans**\n\n​\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\nNet actuarial gain (loss)\n\n​\n\n$\n\n(2.5)\n\n​\n\n$\n\n72.3\n\n​\n\n$\n\n0.4\n\n​\n\n$\n\n(8.2)\n\nAmendments\n\n​\n\n​\n\n(1.5)\n\n​\n\n​\n\n(0.1)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nAmortization of prior service cost (benefit)\n\n​\n\n​\n\n1.5\n\n​\n\n​\n\n1.6\n\n​\n\n​\n\n(1.7)\n\n​\n\n​\n\n(1.7)\n\nSettlement loss (gain)\n\n​\n\n​\n\n2.7\n\n​\n\n​\n\n(13.0)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nRecognized net actuarial gain\n\n​\n\n​\n\n(25.2)\n\n​\n\n​\n\n(3.5)\n\n​\n\n​\n\n(3.6)\n\n​\n\n​\n\n(1.5)\n\nNet amount recognized\n\n​\n\n$\n\n(25.0)\n\n​\n\n$\n\n57.3\n\n​\n\n$\n\n(4.9)\n\n​\n\n$\n\n(11.4)\n\n​\n\nWeighted-Average Actuarial Assumptions Used to Determine Net Expense\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pension Plans**\n\n​\n\n**Postretirement Plans**\n\n​\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\nDiscount rate - interest cost\n\n​\n\n​\n\n5.41%\n\n​\n\n​\n\n5.51%\n\n​\n\n​\n\n5.41%\n\n​\n\n​\n\n4.97%\n\n​\n\n​\n\n5.38%\n\n​\n\n​\n\n5.36%\n\nDiscount rate - service cost\n\n​\n\n​\n\n6.17%\n\n​\n\n​\n\n5.72%\n\n​\n\n​\n\n5.60%\n\n​\n\n​\n\n5.53%\n\n​\n\n​\n\n5.22%\n\n​\n\n​\n\n5.31%\n\nLong-term rate of return on plan assets\n\n​\n\n​\n\n5.89%\n\n​\n\n​\n\n5.53%\n\n​\n\n​\n\n5.00%\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\nLong-term rate of compensation increase\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\nN/A\n\n​\n\nThe Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost.\n\nWe amortize prior service cost for our pension and postretirement plans, as well as amortizable gains and losses for our postretirement plans, in equal annual amounts over the average expected future period of vested service. For plans with no active participants, average life expectancy is used instead of average expected useful service.\n\nPlan Assets\n\nThe fair value of plan assets, summarized by level within the fair value hierarchy described in Note 19, as of May 31, 2026, was as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**Level 1**\n\n  ​ ​ ​\n\n**Level 2**\n\n  ​ ​ ​\n\n**Level 3**\n\n  ​ ​ ​\n\n**Total**\n\nCash and cash equivalents\n\n​\n\n$\n\n8.6\n\n​\n\n$\n\n83.3\n\n​\n\n$\n\n—\n\n​\n\n$\n\n91.9\n\nEquity securities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nU.S. equity securities\n\n​\n\n​\n\n87.7\n\n​\n\n​\n\n9.5\n\n​\n\n​\n\n—\n\n​\n\n​\n\n97.2\n\nInternational equity securities\n\n​\n\n​\n\n45.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n45.0\n\nFixed income securities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGovernment bonds\n\n​\n\n​\n\n—\n\n​\n\n​\n\n736.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n736.3\n\nCorporate bonds\n\n​\n\n​\n\n—\n\n​\n\n​\n\n816.6\n\n​\n\n​\n\n—\n\n​\n\n​\n\n816.6\n\nMortgage-backed bonds\n\n​\n\n​\n\n—\n\n​\n\n​\n\n81.5\n\n​\n\n​\n\n—\n\n​\n\n​\n\n81.5\n\nNet payables for unsettled transactions\n\n​\n\n​\n\n(60.7)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(60.7)\n\nFair value measurement of pension plan assets in the fair value hierarchy\n\n​\n\n$\n\n80.6\n\n​\n\n$\n\n1,727.2\n\n​\n\n$\n\n—\n\n​\n\n$\n\n1,807.8\n\nInvestments measured at net asset value\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n144.7\n\nTotal pension plan assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n$\n\n1,952.5\n\n​\n\n74\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nThe 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:\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  ​ ​ ​\n\n**Level 1**\n\n  ​ ​ ​\n\n**Level 2**\n\n  ​ ​ ​\n\n**Level 3**\n\n  ​ ​ ​\n\n**Total**\n\nCash and cash equivalents\n\n​\n\n$\n\n(0.3)\n\n​\n\n$\n\n93.4\n\n​\n\n$\n\n—\n\n​\n\n$\n\n93.1\n\nEquity securities:\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\nU.S. equity securities\n\n​\n\n​\n\n73.6\n\n​\n\n​\n\n25.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n98.9\n\nInternational equity securities\n\n​\n\n​\n\n38.3\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n38.3\n\nFixed income securities:\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\nGovernment bonds\n\n​\n\n​\n\n—\n\n​\n\n​\n\n373.5\n\n​\n\n​\n\n—\n\n​\n\n​\n\n373.5\n\nCorporate bonds\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,145.9\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,145.9\n\nMortgage-backed bonds\n\n​\n\n​\n\n—\n\n​\n\n​\n\n78.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n78.0\n\nNet payables for unsettled transactions\n\n​\n\n​\n\n(43.0)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(43.0)\n\nFair value measurement of pension plan assets in the fair value hierarchy\n\n​\n\n$\n\n68.6\n\n​\n\n$\n\n1,716.1\n\n​\n\n$\n\n—\n\n​\n\n$\n\n1,784.7\n\nInvestments measured at net asset value\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n162.1\n\nTotal pension plan assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n$\n\n1,946.8\n\n​\n\nLevel 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.\n\nLevel 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.\n\nLevel 3 assets consist of investments where active market pricing is not readily available and, as such, fair value is estimated using significant unobservable inputs.\n\nCertain 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 $21.9 million as of May 31, 2026, the asset managers have the ability to impose customary redemption gates which may further restrict or limit the redemption of invested funds therein. As of May 31, 2026, no such gates were imposed.\n\nAs of May 31, 2026, we have unfunded commitments for additional investments of $32.0 million in private equity funds and $5.4 million in natural resources funds. We expect unfunded commitments to be funded from plan assets rather than the general assets of the Company.\n\nTo 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.\n\nOur pension plan weighted-average asset allocations by asset category were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**May 31, 2026**\n\n​\n\n​\n\n**May 25, 2025**\n\nEquity securities\n\n​\n\n​\n\n8%\n\n​\n\n​\n\n7%\n\nDebt securities\n\n​\n\n​\n\n82%\n\n​\n\n​\n\n81%\n\nReal estate funds\n\n​\n\n​\n\n1%\n\n​\n\n​\n\n1%\n\nPrivate equity\n\n​\n\n​\n\n3%\n\n​\n\n​\n\n4%\n\nOther\n\n​\n\n​\n\n6%\n\n​\n\n​\n\n7%\n\nTotal\n\n​\n\n​\n\n100%\n\n​\n\n​\n\n100%\n\n​\n\n75\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nThe 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.\n\nAssumed health care cost trend rates have a significant effect on the benefit obligation of the postretirement plans.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Assumed Health Care Cost Trend Rates at:**\n\n  ​ ​ ​\n\n​\n\n**May 31, 2026**\n\n  ​ ​ ​\n\n​\n\n**May 25, 2025**\n\nInitial health care cost trend rate\n\n​\n\n​\n\n6.82%\n\n​\n\n​\n\n6.67%\n\nUltimate health care cost trend rate\n\n​\n\n​\n\n4.00%\n\n​\n\n​\n\n4.42%\n\nYear that the rate reaches the ultimate trend rate\n\n​\n\n​\n\n2050\n\n​\n\n​\n\n2033\n\n​\n\nWe currently anticipate making contributions of approximately $10.3 million to our pension plans in fiscal 2027. We anticipate making contributions of $6.1 million to our other postretirement plans in fiscal 2027. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change.\n\nThe following table presents estimated future gross benefit payments for our plans:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pension**\n\n​\n\n**Postretirement**\n\n​\n\n  ​ ​ ​\n\n**Plans**\n\n  ​ ​ ​\n\n**Plans**\n\n2027\n\n​\n\n$\n\n133.8\n\n​\n\n$\n\n6.1\n\n2028\n\n​\n\n​\n\n125.4\n\n​\n\n​\n\n5.5\n\n2029\n\n​\n\n​\n\n126.2\n\n​\n\n​\n\n5.0\n\n2030\n\n​\n\n​\n\n126.8\n\n​\n\n​\n\n4.6\n\n2031\n\n​\n\n​\n\n127.0\n\n​\n\n​\n\n4.2\n\nSucceeding 5 years\n\n​\n\n​\n\n628.5\n\n​\n\n​\n\n16.1\n\n​\n\nMultiemployer Pension Plans\n\nThe 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:\n\na.Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.\n\nb.If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.\n\nc.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.\n\nThe Company’s participation in multiemployer plans for the fiscal year ended May 31, 2026 is outlined in the table below. For each plan that is individually significant to the Company the following information is provided:\n\n●The “EIN / PN” column provides the Employer Identification Number and the three-digit plan number assigned to a plan by the IRS.\n\n●The most recent Pension Protection Act Zone Status available for 2025 and 2024 is for plan years that ended in calendar years 2025 and 2024, 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\n\n76\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nInternal 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.\n\n●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 2025.\n\n●Contributions by the Company are the amounts contributed in the Company’s fiscal periods ending in the specified year.\n\n●The “Surcharge Imposed” column indicates whether the Company contribution rate for its fiscal year that ended on May 31, 2026 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.\n\n●The last column lists the expiration dates of the collective bargaining agreements pursuant to which the Company contributes to the plans.\n\nFor plans that are not individually significant to Conagra Brands the total amount of contributions is presented in the aggregate.\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​\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​\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​\n\n​\n\n​\n\n​\n\n**Expiration**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pension Protection**\n\n​\n\n​\n\n**FIP /**\n\n​\n\n​\n\n**Contributions by the**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Dates of**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Act Zone Status**\n\n​\n\n​\n\n**RP Status**\n\n​\n\n​\n\n**Company (millions)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Collective**\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**Pending /**\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**Surcharge**\n\n​\n\n​\n\n**Bargaining**\n\n**Pension Fund**\n\n**  ​**\n\n**  ​**\n\n**EIN / PN**\n\n**  ​**\n\n**  ​**\n\n**2025**\n\n**  ​**\n\n**  ​**\n\n**2024**\n\n**  ​**\n\n**  ​**\n\n**Implemented**\n\n**  ​**\n\n**  ​**\n\n**FY26**\n\n**  ​**\n\n**  ​**\n\n**FY25**\n\n**  ​**\n\n**  ​**\n\n**FY24**\n\n**  ​**\n\n**  ​**\n\n**Imposed**\n\n**  ​**\n\n**  ​**\n\n**Agreements**\n\nCentral States, Southeast and Southwest Areas Pension Fund\n\n​\n\n​\n\n36-6044243/ 001\n\n​\n\n​\n\nRed, Critical and Declining\n\n​\n\n​\n\nRed, Critical and Declining\n\n​\n\n​\n\nRP Implemented\n\n​\n\n​\n\n​\n\n2.5\n\n​\n\n​\n\n​\n\n2.5\n\n​\n\n​\n\n​\n\n2.4\n\n​\n\n​\n\nNo\n\n​\n\n​\n\n5/31/2029\n\nWestern Conference of Teamsters Pension Plan\n\n​\n\n​\n\n91-6145047/ 001\n\n​\n\n​\n\nGreen\n\n​\n\n​\n\nGreen\n\n​\n\n​\n\nN/A\n\n​\n\n​\n\n​\n\n4.5\n\n​\n\n​\n\n​\n\n4.7\n\n​\n\n​\n\n​\n\n4.3\n\n​\n\n​\n\nNo\n\n​\n\n​\n\n4/30/2028\n\nOther Plans\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\n2.1\n\n​\n\n​\n\n​\n\n2.3\n\n​\n\n​\n\n​\n\n2.3\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTotal Contributions\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\n9.1\n\n​\n\n​\n\n$\n\n9.5\n\n​\n\n​\n\n$\n\n9.0\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nThe 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 2025.\n\nCertain employees are covered under defined contribution plans. The expense related to these plans was $65.3 million, $66.7 million, and $62.3 million in fiscal 2026, 2025, and 2024, respectively.\n\n19. FAIR VALUE MEASUREMENTS\n\nFinancial Accounting Standards Board guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:\n\nLevel 1 — Unadjusted quoted prices in active markets for identical assets or liabilities,\n\nLevel 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and\n\n77\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nLevel 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.\n\nThe fair values of our Level 2 derivative instruments were determined using valuation models that use market observable inputs including both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts.\n\nThe following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 31, 2026:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​\n\n**Level 1**\n\n  ​ ​\n\n**Level 2**\n\n  ​ ​\n\n**Level 3**\n\n  ​ ​\n\n**Total**\n\nAssets:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDerivative assets\n\n​\n\n$\n\n3.1\n\n​\n\n$\n\n1.6\n\n​\n\n$\n\n—\n\n​\n\n$\n\n4.7\n\nDeferred compensation assets\n\n​\n\n​\n\n6.6\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n6.6\n\nAvailable-for-sale debt securities\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2.0\n\n​\n\n​\n\n2.0\n\nTotal assets\n\n​\n\n$\n\n9.7\n\n​\n\n$\n\n1.6\n\n​\n\n$\n\n2.0\n\n​\n\n$\n\n13.3\n\nLiabilities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDerivative liabilities\n\n​\n\n$\n\n—\n\n​\n\n$\n\n1.6\n\n​\n\n$\n\n—\n\n​\n\n$\n\n1.6\n\nDeferred compensation liabilities\n\n​\n\n​\n\n81.4\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n81.4\n\nTotal liabilities\n\n​\n\n$\n\n81.4\n\n​\n\n$\n\n1.6\n\n​\n\n$\n\n—\n\n​\n\n$\n\n83.0\n\n​\n\nThe following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 25, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**Level 1**\n\n  ​ ​ ​\n\n**Level 2**\n\n  ​ ​ ​\n\n**Level 3**\n\n  ​ ​ ​\n\n**Total**\n\nAssets:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDerivative assets\n\n​\n\n$\n\n4.7\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n4.7\n\nDeferred compensation assets\n\n​\n\n​\n\n6.0\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n6.0\n\nAvailable-for-sale debt securities\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2.2\n\n​\n\n​\n\n2.2\n\nTotal assets\n\n​\n\n$\n\n10.7\n\n​\n\n$\n\n—\n\n​\n\n$\n\n2.2\n\n​\n\n$\n\n12.9\n\nLiabilities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDerivative liabilities\n\n​\n\n$\n\n—\n\n​\n\n$\n\n5.1\n\n​\n\n$\n\n—\n\n​\n\n$\n\n5.1\n\nDeferred compensation liabilities\n\n​\n\n​\n\n70.9\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n70.9\n\nTotal liabilities\n\n​\n\n$\n\n70.9\n\n​\n\n$\n\n5.1\n\n​\n\n$\n\n—\n\n​\n\n$\n\n76.0\n\n​\n\nNonrecurring Fair Value Measurements\n\nCertain 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.\n\n*Impairment of Assets Held for Sale*\n\nDuring 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).\n\n*Impairment of Goodwill and Intangible Assets*\n\nWe recognized charges for the impairment of certain indefinite-lived brands in fiscal 2026, 2025, and 2024. The fair values of these brands were estimated using the “relief from royalty” method (see Note 9). Impairments in our Grocery & Snacks segment totaled $216.7 million, $11.9 million, and $77.6 million for fiscal 2026, 2025, and 2024, respectively. Impairments in our Refrigerated & Frozen segment totaled $330.5 million, $60.2 million, and $352.6 million for fiscal 2026, 2025, and 2024, respectively.\n\n78\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nDuring fiscal 2026 and 2024, goodwill impairment charges totaling $2.38 billion and $526.5 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 (see Note 9).\n\n*Other Asset Impairments*\n\nIn 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.\n\nIn 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.\n\nLong-Term Debt Fair Value\n\nThe carrying amount of long-term debt (including current installments) was $7.23 billion as of May 31, 2026 and $7.26 billion as of May 25, 2025. Based on current market rates, the fair value of this debt (Level 2 liabilities) on May 31, 2026 and May 25, 2025 was estimated at $7.05 billion and $7.03 billion, respectively.\n\n20. BUSINESS SEGMENTS AND RELATED INFORMATION\n\nWe reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice.\n\nThe Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States.\n\nThe Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States.\n\nThe International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States.\n\nThe 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.\n\nWe do not aggregate operating segments when determining our reporting segments.\n\nOur 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\n\n79\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nunusual gains or losses that are not part of our measurement of segment performance. Corporate unallocated expense; pension and postretirement non-service income; interest expense, net; and equity method investment earnings are centrally managed costs and have been excluded from segment operating profit.\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​\n\n​\n\n​\n\n​\n\n​\n\n**2026**\n\n​\n\n  ​ ​ ​\n\n​\n\n​\n\n**Grocery &********Snacks**\n\n​\n\n​\n\n**Refrigerated********& Frozen**\n\n​\n\n​\n\n**International**\n\n​\n\n​\n\n**Foodservice**\n\n  ​ ​ ​\n\n​\n\n**Total**\n\nNet sales\n\n​\n\n​\n\n$\n\n4,610.1\n\n​\n\n$\n\n4,641.8\n\n​\n\n$\n\n913.9\n\n​\n\n$\n\n1,115.8\n\n​\n\n$\n\n11,281.6\n\nSegment cost of goods sold1\n\n​\n\n​\n\n​\n\n3,267.8\n\n​\n\n​\n\n3,719.5\n\n​\n\n​\n\n669.6\n\n​\n\n​\n\n918.0\n\n​\n\n​\n\n8,574.9\n\nSegment SG&A expenses2\n\n​\n\n​\n\n​\n\n457.3\n\n​\n\n​\n\n436.7\n\n​\n\n​\n\n109.9\n\n​\n\n​\n\n83.5\n\n​\n\n​\n\n1,087.4\n\nSegment operating profit\n\n​\n\n​\n\n$\n\n885.0\n\n​\n\n$\n\n485.6\n\n​\n\n$\n\n134.4\n\n​\n\n$\n\n114.3\n\n​\n\n$\n\n1,619.3\n\nGeneral corporate expenses3\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n330.7\n\nGoodwill impairment charges\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n2,382.4\n\nOther intangible asset impairment charges\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n547.2\n\nGain on divestitures\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n(42.2)\n\nOther charges, net4\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n29.6\n\nOperating loss\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n$\n\n(1,628.4)\n\nPension and postretirement non-service income\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\n45.9\n\nInterest expense, net\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\n382.6\n\nEquity method investment earnings\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\n140.7\n\nLoss before income taxes\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$\n\n(1,824.4)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**2025**\n\n​\n\n  ​ ​ ​\n\n​\n\n​\n\n**Grocery &********Snacks**\n\n​\n\n​\n\n**Refrigerated********& Frozen**\n\n​\n\n​\n\n**International**\n\n​\n\n​\n\n**Foodservice**\n\n  ​ ​ ​\n\n​\n\n**Total**\n\nNet sales\n\n​\n\n​\n\n$\n\n4,899.3\n\n​\n\n$\n\n4,662.3\n\n​\n\n$\n\n956.5\n\n​\n\n$\n\n1,094.7\n\n​\n\n$\n\n11,612.8\n\nSegment cost of goods sold1\n\n​\n\n​\n\n​\n\n3,431.4\n\n​\n\n​\n\n3,606.4\n\n​\n\n​\n\n700.7\n\n​\n\n​\n\n885.4\n\n​\n\n​\n\n8,623.9\n\nSegment SG&A expenses2\n\n​\n\n​\n\n​\n\n450.9\n\n​\n\n​\n\n404.2\n\n​\n\n​\n\n111.9\n\n​\n\n​\n\n78.3\n\n​\n\n​\n\n1,045.3\n\nSegment operating profit\n\n​\n\n​\n\n$\n\n1,017.0\n\n​\n\n$\n\n651.7\n\n​\n\n$\n\n143.9\n\n​\n\n$\n\n131.0\n\n​\n\n$\n\n1,943.6\n\nGeneral corporate expenses3\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n399.4\n\nOther intangible asset impairment charges\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n72.1\n\nLoss on divestitures\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n29.5\n\nOther charges, net4\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n78.0\n\nOperating profit\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n$\n\n1,364.6\n\nPension and postretirement non-service income\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\n25.9\n\nInterest expense, net\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\n416.7\n\nEquity method investment earnings\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\n182.4\n\nIncome before income taxes\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$\n\n1,156.2\n\n80\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**2024**\n\n​\n\n  ​ ​ ​\n\n​\n\n​\n\n**Grocery &********Snacks**\n\n​\n\n​\n\n**Refrigerated********& Frozen**\n\n​\n\n​\n\n**International**\n\n​\n\n​\n\n**Foodservice**\n\n  ​ ​ ​\n\n​\n\n**Total**\n\nNet sales\n\n​\n\n​\n\n$\n\n4,958.7\n\n​\n\n$\n\n4,865.5\n\n​\n\n$\n\n1,078.3\n\n​\n\n$\n\n1,148.4\n\n​\n\n$\n\n12,050.9\n\nSegment cost of goods sold1\n\n​\n\n​\n\n​\n\n3,404.2\n\n​\n\n​\n\n3,598.3\n\n​\n\n​\n\n792.6\n\n​\n\n​\n\n920.0\n\n​\n\n​\n\n8,715.1\n\nSegment SG&A expenses2\n\n​\n\n​\n\n​\n\n454.2\n\n​\n\n​\n\n451.3\n\n​\n\n​\n\n130.6\n\n​\n\n​\n\n77.1\n\n​\n\n​\n\n1,113.2\n\nSegment operating profit\n\n​\n\n​\n\n$\n\n1,100.3\n\n​\n\n$\n\n815.9\n\n​\n\n$\n\n155.1\n\n​\n\n$\n\n151.3\n\n​\n\n$\n\n2,222.6\n\nGeneral corporate expenses3\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n322.2\n\nGoodwill impairment charges\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n526.5\n\nOther intangible asset impairment charges\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n430.2\n\nLoss on divestitures\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n36.4\n\nOther charges, net4\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n54.5\n\nOperating profit\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n$\n\n852.8\n\nPension and postretirement non-service income\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\n10.3\n\nInterest expense, net\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\n430.5\n\nEquity method investment earnings\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\n177.6\n\nIncome before income taxes\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$\n\n610.2\n\n​\n\n1 Segment cost of goods sold does not include items recorded in the Cost of goods sold line on our income statement that are presented in the Other charges, net line of this table.\n\n2 Segment SG&A expenses are regularly provided to the CODM as a percent of net sales. Segment SG&A expenses do not include items recorded in the Selling, general and administrative expenses line of our income statement that are presented in the Other charges, net line of this table.\n\n3 General corporate expenses relate to certain costs that are shared across multiple segments but are not directly attributable, which include executive compensation, share-based payment expense, and costs associated with certain corporate functions.\n\n4 Other charges include the following: net charges related to our restructuring plans and net gains and losses associated with fire-related costs and insurance proceeds.\n\n​\n\nThe following table presents further disaggregation of our net sales:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​\n\n**2026**\n\n  ​ ​\n\n**2025**\n\n  ​ ​\n\n**2024**\n\nFrozen\n\n​\n\n$\n\n3,916.7\n\n​\n\n$\n\n3,945.5\n\n​\n\n$\n\n4,061.2\n\nStaples\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOther shelf-stable\n\n​\n\n​\n\n2,384.6\n\n​\n\n​\n\n2,790.8\n\n​\n\n​\n\n2,834.1\n\nRefrigerated\n\n​\n\n​\n\n725.1\n\n​\n\n​\n\n716.8\n\n​\n\n​\n\n804.3\n\nSnacks\n\n​\n\n​\n\n2,225.5\n\n​\n\n​\n\n2,108.5\n\n​\n\n​\n\n2,124.6\n\nInternational\n\n​\n\n​\n\n913.9\n\n​\n\n​\n\n956.5\n\n​\n\n​\n\n1,078.3\n\nFoodservice\n\n​\n\n​\n\n1,115.8\n\n​\n\n​\n\n1,094.7\n\n​\n\n​\n\n1,148.4\n\nTotal net sales\n\n​\n\n$\n\n11,281.6\n\n​\n\n$\n\n11,612.8\n\n​\n\n$\n\n12,050.9\n\n​\n\nTo be consistent with how we present certain disaggregated net sales information to investors, we have categorized certain net sales of our segments as “Staples”, which includes all of our U.S. domestic retail refrigerated products and other shelf-stable grocery products. Management continues to regularly review financial results and make decisions about allocating resources based upon the four reporting segments outlined above.\n\nAssets by Segment\n\nThe majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets and capital expenditures by segment. Our CODM does not use assets by segment to evaluate performance or allocate resources. Depreciation and amortization are allocated to our reporting segments based on the output of each reporting segment per facility during each reporting period.\n\n81\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nThe following table presents depreciation and amortization by segment:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​\n\n**2026**\n\n  ​ ​\n\n**2025**\n\n  ​ ​\n\n**2024**\n\nGrocery & Snacks\n\n​\n\n$\n\n146.9\n\n​\n\n$\n\n153.5\n\n​\n\n$\n\n149.2\n\nRefrigerated & Frozen\n\n​\n\n​\n\n173.3\n\n​\n\n​\n\n163.1\n\n​\n\n​\n\n176.2\n\nInternational\n\n​\n\n​\n\n14.6\n\n​\n\n​\n\n14.2\n\n​\n\n​\n\n16.8\n\nFoodservice\n\n​\n\n​\n\n45.8\n\n​\n\n​\n\n45.1\n\n​\n\n​\n\n44.5\n\nTotal Reporting Segments\n\n​\n\n​\n\n380.6\n\n​\n\n​\n\n375.9\n\n​\n\n​\n\n386.7\n\nCorporate\n\n​\n\n​\n\n15.4\n\n​\n\n​\n\n14.3\n\n​\n\n​\n\n14.2\n\nTotal Company\n\n​\n\n$\n\n396.0\n\n​\n\n$\n\n390.2\n\n​\n\n$\n\n400.9\n\n​\n\nOther Information\n\nOur 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 2026, 2025, and 2024. Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $945.4 million, $987.9 million, and $1.11 billion in fiscal 2026, 2025, and 2024, respectively. Our long-lived assets located outside of the United States are not significant.\n\nOur largest customer, Walmart, Inc. and its affiliates, accounted for approximately 29% of consolidated net sales for fiscal 2026 and 2025 and 28% for fiscal 2024, significantly impacting the Grocery & Snacks and Refrigerated & Frozen segments.\n\nWalmart, Inc. and its affiliates accounted for approximately 14% and 16% of consolidated net receivables as of May 31, 2026 and May 25, 2025, respectively.\n\n​\n\n​\n\n​\n\n​\n\n82\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n**Report of Independent Registered Public Accounting Firm**\n\nTo the Stockholders and Board of Directors\n\nConagra Brands, Inc.:\n\nOpinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting\n\nWe have audited the accompanying consolidated balance sheets of Conagra Brands, Inc. and subsidiaries (the Company) as of May 31, 2026 and May 25, 2025, the related consolidated statements of operations, comprehensive income (loss), common stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 31, 2026, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of May 31, 2026, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.\n\n​\n\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2026 and May 25, 2025, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended May 31, 2026, 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 31, 2026 based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.\n\nBasis for Opinions\n\nThe 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.\n\nWe 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.\n\nOur 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.\n\nDefinition and Limitations of Internal Control Over Financial Reporting\n\nA 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\n\n83\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\nor timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.\n\nBecause 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.\n\nCritical Audit Matter\n\nThe 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.\n\nEvaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset and goodwill assigned to the Refrigerated & Frozen reporting unit\n\nAs discussed in Notes 1 and 9 to the consolidated financial statements, indefinite-lived intangible assets (consisting primarily of brand names and trademarks) and goodwill were $1.25 billion and $8.12 billion, respectively, as of May 31, 2026. For the fiscal year ended May 31, 2026, the Company recorded impairment charges totaling $547.2 million and $2.38 billion on indefinite-lived intangible assets and goodwill, respectively. In assessing indefinite-lived intangible assets and goodwill for impairment, the Company performs either a qualitative or quantitative assessment at least annually or whenever circumstances indicate a potential impairment exists. The Company estimated the fair value of its Birds Eye indefinite-lived intangible asset 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. The Company estimated the fair value of its Refrigerated & Frozen reporting unit by using a combination of a discounted cash flow method and guideline public company method. Impairment charges are recorded for indefinite-lived intangible assets and goodwill with carrying values in excess of their respective estimated fair values.\n\nWe identified the evaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset and the goodwill assigned to the Refrigerated & Frozen reporting unit as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate certain assumptions used in determining the fair value of these assets. These assumptions included the terminal growth rates, forecasted margins, royalty rate, discount rates, and the earnings before interest, taxes, depreciation, and amortization (EBITDA) market multiple. 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 and the goodwill assigned to the Refrigerated & Frozen reporting unit.\n\nThe 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 impairment assessments, 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 rates and forecasted margins, 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:\n\n●evaluating the terminal growth rates by comparing them to publicly available market data\n\n●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\n\n●evaluating the discount rates by comparing each discount rate to a discount rate range that was independently developed using publicly available market data for comparable entities\n\n84\n\n[Table of Contents](#TOC)\n\n**Notes to Consolidated Financial Statements**\n\n**Fiscal Years Ended May 31, 2026, May 25, 2025, and May 26, 2024**\n\n**(columnar dollars in millions except per share amounts)**\n\n●evaluating the EBITDA market multiple by comparing it to an EBITDA market multiple range developed using publicly available market data for comparable entities and\n\n●testing the estimated fair values of the Birds Eye indefinite-lived intangible asset and the Refrigerated & Frozen reporting unit using the Company’s assumptions and comparing the results to the Company’s fair value estimate.\n\n/s/ KPMG LLP\n\nWe have served as the Company’s auditor since 2005.\n\nChicago, Illinois\nJuly 15, 2026\n\n​\n\n​\n\n85\n\n[Table of Contents](#TOC)"}