DESCRIPTION OF NOTES
You can find the definitions of certain terms used in this description under the subheadings Optional Redemption and Certain
CovenantsCertain Definitions Relating to Certain Covenants. In this Description of Notes, the terms we, us, our, Conagra, the Company or other similar terms means
Conagra Brands, Inc. and not any of its subsidiaries, unless we state otherwise or the context indicates otherwise.
General
The notes will be issued under an indenture, dated as of August 12, 2021, between us and U.S. Bank Trust Company, National Association, as
trustee (the Trustee), as previously supplemented and as supplemented by a supplemental indenture to be entered into between us and the Trustee in connection with this offering (the indenture as so supplemented, the
indenture). The terms of the notes include those stated in the indenture and the notes, as well as those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The notes will constitute senior debt
securities to be issued under the indenture.
This description of the notes supplements and, to the extent inconsistent therewith,
replaces the section entitled Description of Debt Securities included in the accompanying prospectus. Because this section is a summary, it does not describe every aspect of the indenture or the notes. This summary is subject to and
qualified in its entirety by reference to all of the provisions of the indenture, including definitions of certain terms used in the indenture, and the notes. You should read the indenture and the notes because they contain additional information
and they, and not this description, define your rights as a holder of the notes. A copy of the indenture will be filed with the SEC. Additionally, copies of the indenture and forms of notes are available without charge upon request to us at the
address provided under Information We Incorporate by Reference.
Principal, Maturity and Interest
We will initially issue $500.0 million aggregate principal amount of the notes in this offering. We may, without the consent of the holders of
the notes, create and issue additional senior debt securities ranking equally with the notes and otherwise similar in all respects (except for the date of issuance and, under certain circumstances, the initial interest payment date, the date from
which interest thereon will begin to accrue and the issue price) so that any outstanding notes and the additional senior debt securities form a single series under the indenture.
The notes will mature on October 1, 2026. The notes will accrue interest at a rate of 5.300% per year. Interest on each note will accrue from
the last interest payment date on which interest was paid or duly provided for, or, if no interest has been paid or duly provided for, from the date of its original issuance.
Interest on the notes will be payable semi-annually on April 1 and October 1, beginning on April 1, 2024 to the persons in whose names such
notes are registered at the close of business on the preceding March 15 or September 15, as the case may be (whether or not a business day).
The amount of interest payable on the notes will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any day on which interest is payable on the notes is not a business day, then payment of the interest payable on such date will be made on the next succeeding day which is a business
day (and without any interest or other payment in respect of such delay), with the same force and effect as if made on such date.
The
notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange or to have the notes quoted on any automated quotation system.
When we use the term business day, we mean any day other than a Saturday, a Sunday or a day on which banking institutions in the
City of New York, or the city where the Corporate Trust Office of the Trustee is located at such time, are required or authorized by law, regulation or executive order to close or be closed.
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