CONAGRA BRANDS INC.

OVERVIEW

We use incentive programs to closely align management compensation with Company performance. Our incentive programs reward for achievement of our annual operating plan and progress made toward our long-term strategic plan with a mixture of performance-based and time-based equity awards. For fiscal 2025, compensation tied to Company performance represented 89% of Mr. Connolly’s compensation opportunity. For the named executive officers other than the CEO, compensation tied to Company performance represented 80% of their total compensation opportunity for fiscal 2025.

We provide details of our incentive programs below. Financial targets are disclosed in this discussion in the limited context of our incentive plans; they are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

ANNUAL INCENTIVE PLAN

The fiscal 2025 AIP provided a broad-based, cash incentive opportunity to approximately 4,800 employees, including our named executive officers. We have regularly provided an annual incentive opportunity to a broad group of employees to reinforce a sense of ownership across our Company and drive and a pay-for-performance culture.

Each employee participating in the AIP has a target AIP annual incentive award opportunity, measured as a percentage of their Eligible Earnings earned in fiscal 2025. At the start of fiscal 2025, the Committee confirmed that the corresponding fiscal 2025 target AIP award opportunities for each named executive officer remained consistent with respective roles and responsibilities, internal equity, peer compensation, and market data.

At the start of fiscal 2025, the Committee determined to continue to utilize Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow as the Company performance metrics for the fiscal 2025 AIP and set objectives for fiscal 2025 performance under each metric. Results for Company performance under each metric are subject to adjustment for defined comparability items as described below under “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs.” Under the fiscal 2025 AIP, the total payout opportunity for participants continued to be capped at 200% of target.

Consistent with prior years, an individual performance modifier was also included in the fiscal 2025 AIP to ensure that the final incentive payouts accurately reflect each participant’s contributions. At the beginning of fiscal 2025, each named executive officer set individual performance goals with their manager and, for our CEO, with the Human Resources Committee and the Board, based on our corporate strategy and the annual operating plan. Goals were then cascaded throughout the Company to align our employees’ goals with our

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corporate goals. Performance against these goals was assessed following the end of fiscal 2025 to determine the individual performance modifier for each plan participant, including our named executive officers.

Mr. Connolly assesses each NEO’s individual performance against these goals, while the Committee assesses Mr. Connolly’s performance, taking into account factors such as individual accountability for achievement of strategic objectives. In no event will the individual performance modifier cause any participant’s total payout opportunity to exceed the maximum payout of 200% of target.

Following the end of the fiscal year, the following formula was applied to determine the payout of awards under the 2025 Annual Incentive Plan:

The Committee determined to maintain the NEO’s, including Mr. Connolly’s, AIP award opportunity consistent with fiscal 2024. The following table shows the target AIP opportunity, measured as a percentage of Eligible Earnings, set for the named executive officers by the Committee based on achievement of the Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow goals approved for the fiscal 2025 AIP. No portion of the incentive was guaranteed.

Ms. O’Mara’s AIP award opportunity was determined upon her hire based on the breadth, scope, and complexity of her role and responsibilities, internal equity, and benchmark data regarding opportunities for similarly situated executives in our peer group. AIP award opportunities for Mr. Connolly and all other NEOs, as percentages of Eligible Earnings, remained unchanged from fiscal 2024 to fiscal 2025. Please see the information above for a discussion of the factors the Committee considered when determining the individual target AIP award opportunities.

Fiscal 2025 Results

To incentivize management to make decisions that have positive long-term impacts, even at the expense of shorter-term results, and to prevent unusual gains and losses from having too great of an impact on plan payouts in any year, the Committee identified certain items to be excluded from the calculations of our incentive compensation performance metrics such as the impact of major business changes such as acquisitions, divestitures, and restructuring events to provide more consistent year-over-year comparison. The exclusion of these items may have a positive or negative impact on the calculation of our incentive compensation performance metrics. The use of adjustments to exclude items impacting comparability approved by the Committee applicable to the fiscal 2025 Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow metrics is described below under “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs.”

For fiscal 2025 AIP purposes, after application of the adjustments to exclude items impacting comparability, the Committee determined that Conagra Brands delivered fiscal 2025 Adjusted Operating Profit of $1,636 million, Adjusted Net Sales of $11,650 million, and Adjusted Free Cash Flow of $1,159 million. Formulaically, these results provided for a payout equal to 74.3% of target.

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The Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow goals and results for the fiscal 2025 AIP were as follows:

*Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics.

After reviewing the performance metrics and corresponding payout level, the Committee considered whether any discretionary adjustments were warranted to the overall payout based on the quality of results achieved. The fiscal 2025 AIP permitted the Committee to increase or decrease the pool funding level by an amount, up to 15%, based on its assessment of how the Company achieved its business results. The Committee determined not to make any adjustments to the pool funding level for fiscal 2025 based on Company performance equal to 74.3% of target.

Determination of Individual Named Executive Officer Awards

The Committee’s final step was to determine each named executive officer’s individual payout under the fiscal 2025 AIP. This process involved consideration of the individual’s target award, the Company’s performance against the performance goals, and each executive’s individual performance toward their individual goals and their individual and team contributions toward the Company’s achievement of the performance metrics.

Mr. Connolly’s input on the individual contribution of these leaders, and his recommendations on program payouts, also assisted the Committee in determining individual named executive officer AIP payouts. The full Board’s performance evaluation of Mr. Connolly was used in determining his payout. Ultimately, the Committee decided that each named executive officer should be compensated under the fiscal 2025 AIP as detailed in the chart below. Individual payouts were based on the 74.3% program payout level calculated based on the financial metrics with no adjustment for the individual performance modifier which was applied consistently at 100%.

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LONG-TERM INCENTIVE PLAN OVERVIEW

The Committee firmly believes in aligning the interests of our senior leaders with those of our shareholders. The significant extent to which equity is included in our named executive officers’ compensation opportunity evidences this belief.

For fiscal 2025, our annual LTI plan was intended to:

Fiscal 2025 LTI Plan Target Opportunity Awards

For fiscal 2025, the Committee maintained the existing LTI plan target opportunity for Mr. Connolly and all other NEOs, with the exception of Mr. Eboli. The Committee determined to set Mr. Eboli’s grant value higher than the prior year in recognition of his strong performance in fiscal 2024 and his vital role in sustaining supply chain stability in a challenging environment. Ms. O’Mara’s annual LTI target value was determined upon her hire based on the breadth, scope, and complexity of her role and responsibilities, internal equity, and benchmark data regarding opportunities for similarly situated executives in our peer group. In addition to her annual LTI target, Ms. O'Mara’s fiscal 2025 compensation included sign-on LTI awards as part of her hiring compensation package. All fiscal 2025 LTI plan grants were made on July 24, 2024.

Each element of the LTI plan used in fiscal 2025 is discussed more fully below.

Long-Term Incentive Plan—RSUs

RSUs generally represent the right to receive a defined number of shares of our common stock after completing a period of service established at the grant date. RSUs encourage long-term commitment to the Company.

In general, RSUs granted under the fiscal 2025 LTI plan vest ratably, one third on each anniversary of the date of grant for three years, subject to the executive’s continued employment. A portion of Ms. O’Mara’s sign-on RSUs will vest ratably, one half on each anniversary of the date of grant for two years.

RSUs awarded under the fiscal 2025 LTI plan do not accrue dividend equivalents during the vesting period.

Long-Term Incentive Plan—Performance Shares

Performance Shares represent an opportunity to earn a defined number of shares of our common stock if we achieve pre-set performance goals over a performance measurement period. In general, the Performance Shares vest following completion of the third

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fiscal year after the grant and provide the named executive officer participating in the cycle the opportunity to earn a payout, in shares of common stock, from 0% to 200% of their respective target award. Dividend equivalents are paid in additional shares of common stock on the portion of Performance Shares actually earned accrued at our regular dividend rate during the performance period.

The three-year nature of the Performance Shares means that in any year, a named executive officer may have Performance Shares relating to up to three performance periods outstanding at any time. In fiscal 2025, for example, each named executive officer, except for Ms. O’Mara, who became our Executive Vice President & President, New Platforms & Acquisitions in fiscal 2025, had outstanding fiscal 2023 to 2025 Performance Shares, fiscal 2024 to 2026 Performance Shares, and fiscal 2025 to 2027 Performance Shares.

Goal Setting for Performance Shares

The Committee’s approach to selecting and setting performance goals for each cycle of Performance Shares is thorough. Prior to the start of a performance period, the Committee discusses proposed plan design, taking into consideration the Company’s strategic plan. Then, shortly after the start of each performance period, the Committee approves the actual metric or metrics for the program and the specific financial hurdles that must be met for awards to be earned.

The Committee’s preferred approach is for the performance goals in each grant to cover the full three years of the performance period. However, the Committee retains the discretion to use longer or shorter performance periods if doing so is appropriate considering relevant Company dynamics or macroeconomic conditions. For the fiscal 2023–2025 and fiscal 2024–2026 Performance Share cycles, the Committee utilized a year-over-year growth rate approach, setting annual goals for each of the three fiscal years based on prior-year performance. The chart below shows the formula applicable to determine the payout of shares under the fiscal 2023–2025 and fiscal 2024–2026 Performance Share cycles:

For the fiscal 2025–2027 Performance Share cycle, based on shareholder feedback, the Committee utilized a cumulative three-year approach to goal setting using the same metrics and weightings as prior cycles. Additionally, the Committee introduced a relative TSR modifier to further align executive compensation with shareholder outcomes. At the end of the performance period, the payout may be increased or decreased by 10 percentage points based on the Company’s relative TSR performance versus our near-in peers. The chart below shows the formula applicable to determine the payout of shares under the fiscal 2025–2027 Performance Share cycle:

The Committee believes effective goal setting is among the most important aspects of establishing the executive compensation program. As such, the Committee makes goal-setting decisions that it believes best maintain the alignment of the Company’s LTI plan with the Company’s external financial commitments to investors.

Fiscal 2023 to 2025 Performance Shares

Performance shares for the fiscal 2023 to 2025 cycle of the long-term incentive plan were granted at the start of fiscal 2023. Using a year-over-year growth rate approach, the Committee established Adjusted EPS and Adjusted Net Sales targets** **for each of the three fiscal years based on prior-year performance. The Committee applied the same targets to the additional value Performance Shares and the annual Performance Shares granted in fiscal 2023. Results for each metric were subject to adjustments as described below under “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs.”

As set forth in the table below, our financial performance over the three-year performance period fiscal 2023 to 2025 resulted in a funding level equal to 70.1% for the Performance Shares which were paid out, to the extent earned, plus accrued dividends on the earned shares, in shares of common stock in July 2025. It is generally the Committee’s practice to pay Performance Shares at a level

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equal to the earned amount, without applying further discretion. The Committee followed this practice for the fiscal 2023 to 2025 Performance Shares.

The table below provides the performance targets for threshold (25%), target (100%), and maximum (200%) payout, the performance and payout level achieved for each metric for each year of the fiscal 2023 to 2025 cycle, the aggregate payout level for each fiscal year, and the aggregate payout level for the three-year performance period:

*Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics.

Fiscal 2024 to 2026 Performance Shares

Performance shares for the fiscal 2024 to 2026 cycle of the LTI plan were granted at the start of fiscal 2024. The Committee established targets using a year-over-year growth rate approach. The Committee applied the same targets to the retention Performance Shares and the annual Performance Shares granted in fiscal 2024. The performance period for this cycle will conclude at the end of

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fiscal 2026 and the Performance Shares will pay out, to the extent earned, in shares of common stock in July 2026. The table below provides the performance targets for threshold (25%), target (100%), and maximum (200%) payout for the fiscal 2024 to 2026 cycle:

*Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics.

The grant date fair value of all Performance Shares granted to the named executive officers under the fiscal 2024 to 2026 cycle, based on target, the probable outcome of the performance conditions for such period, is included in the “Outstanding Equity Awards at Fiscal Year End – Fiscal 2025” table in this Proxy Statement.

Fiscal 2025 to 2027 Performance Shares

Performance shares for the fiscal 2025 to 2027 cycle of the LTI plan were granted at the start of fiscal 2025. The Committee established targets using a cumulative three-year measurement approach. These Performance Shares are subject to a relative TSR versus our near-in peers, increasing or decreasing the payout opportunity by 10 basis points, to enhance the alignment between executive compensation and long-term shareholder value creation. This modifier ensures that payouts under the Performance Shares not only reflect internal financial performance but are also adjusted based on how our stock performs relative to our near-in peers. The performance period for this cycle will conclude at the end of fiscal 2027 and the Performance Shares will pay out, to the extent earned,

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in shares of common stock in July 2027. The table below provides the 3-year performance targets for threshold (25%), target (100%), and maximum (200%) payout for the fiscal 2025 to 2027 performance cycle:

*Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics.

The grant date fair value of all Performance Shares granted to the named executive officers under the fiscal 2025 to 2027 cycle, based on target, the probable outcome of the performance conditions for such period, is included in the “Outstanding Equity Awards at Fiscal Year End – Fiscal 2025” table in this Proxy Statement.