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CAGNYSE· Food and Kindred Products· CIK 0000023217

CONAGRA BRANDS, INC.

Conagra Brands, Inc. · CAG2026-07-16

Conagra Just Cut Its Dividend in Half. The 10-K Explains Why.

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Initiating coverage · NYSE: CAG · FY2026 10-K (fiscal year ended May 31, 2026, filed July 15, 2026) · All filing figures verified against the SEC XBRL data in the RoboSystems shared repository (CIK 0000023217); market data as of July 15-16, 2026.

The Hook

By early July 2026, Conagra Brands' dividend yield had climbed to nearly 10 percent - not because the payout grew, but because the stock had lost roughly 45 percent of its value in a year. A near-double-digit yield on a packaged-food blue chip is rarely income; it is the market pricing a cut before the board announces one. On July 15, Conagra confirmed it: the quarterly dividend was cut in half, from $0.35 to $0.175 per share ($0.70 annualized), the first reset of a payout that had held at $1.40 since fiscal 2022.

The cut arrived inside one of the ugliest annual reports in the company's history as a standalone brand portfolio. Conagra wrote off $2.93 billion of goodwill and brand value in fiscal 2026 - equal to roughly a third of its starting shareholders' equity - swinging reported operating margin to negative 14.4 percent and the bottom line to a $4.00-per-share loss, even as adjusted EPS came in at $1.72. And the forward guide got worse, not better: fiscal 2027 adjusted EPS of $1.40 to $1.50, down another 16 percent at the midpoint, on organic sales guided down 1 to 3 percent. New CEO John Brase, roughly six weeks into the job, chose to reset everything at once.

Company Snapshot

Conagra Brands is one of North America's largest branded packaged-food companies - a 100-year-old portfolio spanning Birds Eye, Duncan Hines, Healthy Choice, Marie Callender's, Reddi-wip, Slim Jim, and Angie's BOOMCHICKAPOP, organized into four segments: Grocery & Snacks ($4.61B of FY26 net sales), Refrigerated & Frozen ($4.64B), International ($0.91B), and Foodservice ($1.12B). This coverage is built on the FY2026 10-K - a 53-week year ended May 31, 2026 - plus the Q4 earnings release and call. At about $14 per share, the market values the equity at roughly $6.7 billion, against $7.05 billion of net debt.

The Financial Story

The top line has eroded for three straight years. Per the XBRL filing data, net sales peaked at $12.28 billion in FY2023 and have since fallen to $12.05 billion (FY24), $11.61 billion (FY25), and $11.28 billion (FY26) - a cumulative 8 percent decline, and that is with a 53rd week padding FY26 by $204 million. The organic decline in FY26 was a modest 0.4 percent, but its composition is the story: volume down 1.4 percent, price/mix up only 1.0 percent. Management itself expects organic volumes to decline again in FY27 - which, as one analyst noted on the call, would make six consecutive fiscal years of volume declines. Very few high-fixed-cost consumer businesses absorb that without structural damage.

Margins are compressing faster than sales. Reported gross margin has gone from 27.7 percent in FY24 to 25.9 percent in FY25 to 23.9 percent in FY26 - roughly four points of gross margin gone in two years, as cost inflation (guided at 5 to 6 percent again for FY27, led by beef, oil-linked inputs, and logistics) outruns the company's 4-percent-plus productivity program. Adjusted operating margin fell 274 basis points to 11.3 percent in FY26, and the FY27 guide of 10.0 to 10.5 percent concedes another year of compression - versus roughly 16 percent only a few years ago. Adjusted EBITDA fell 17.3 percent to $1.84 billion. The company's answer is inflation-justified pricing landing mid-Q2 of FY27, concentrated in frozen, with guidance assuming price/mix of roughly plus 3 percent against volumes down mid-single digits - deliberately conservative elasticity assumptions, but a bet nonetheless that shoppers already trading toward value will absorb higher shelf prices.

The write-down is the stock price talking back. The $2.93 billion of impairments - $2.38 billion of goodwill (all in Refrigerated & Frozen) plus $547 million of brand intangibles - was triggered, per the 10-K, by "a sustained decline in market capitalization and stock price." It came in two waves: $771 million of goodwill plus Birds Eye and spreads brand charges in Q2, then another $1.61 billion of goodwill and $350 million of brand charges (Birds Eye, Armour, Bertolli, Angie's BOOMCHICKAPOP, Wish-Bone) in Q4 as the stock kept falling and the discount rate moved up another 200 basis points. There is a circularity here worth naming: the falling stock forced the write-down, and the write-down produced the headline $1.92 billion net loss. The cash economics didn't change - but the filing also discloses that the Refrigerated & Frozen reporting unit now carries zero excess fair value over carrying amount, meaning any further deterioration risks yet another impairment. The unit's accumulated impairment losses now total $3.05 billion.

The dividend cut is really a balance-sheet story. Net debt ended FY26 at $7.05 billion - almost exactly the market value of the entire equity - at 3.83 times adjusted EBITDA. Strikingly, leverage is guided to rise to about 4.0 times in FY27 as EBITDA falls, before the company works toward its 3.0-times target. Free cash flow was $979 million in FY26 (down 25 percent), of which the old dividend consumed $670 million. The halved payout frees roughly $335 million a year - about $1 billion over three years per management - for debt paydown plus reinvestment: a 14 percent increase in advertising (to about 3 percent of sales), and capex stepped up to about $550 million, including roughly $100 million to in-source fried-chicken production. Near-term test: $762.5 million of senior notes come due in October 2026 ($500 million at 5.30 percent and $262.5 million at 7.125 percent), with FY28 and FY29 maturities of $1.03 billion and $1.70 billion behind them. Management says all refinancing options - commercial paper, term loans, public notes - are on the table. One genuine bright spot: free cash flow conversion was 119 percent, the third straight year above 115 percent.

Segment detail shows where the pain is concentrated. Grocery & Snacks remains the profit engine: 19.2 percent adjusted operating margin on $4.61 billion of sales, organic sales roughly flat. Refrigerated & Frozen - the strategic centerpiece, and where management is deliberately investing - earned just 10.5 percent adjusted margin, down 351 basis points, with adjusted operating profit down 25.5 percent; it is also where all $2.38 billion of goodwill impairment landed. International (14.7 percent margin) and Foodservice (10.2 percent) are small stabilizers, with Foodservice the only segment growing reported sales for the full year.

Valuation - What It's Worth as a Normal Business

Where it trades. At roughly $14.09 (July 15 close), Conagra's market cap is about $6.7 billion and enterprise value about $13.8 billion. Trailing P/E is meaningless (reported loss); on the FY27 guide midpoint of $1.45, the forward P/E is about 9.7 times. Price-to-sales is 0.60 times. EV to FY26 adjusted EBITDA is 7.5 times; on our rough FY27 estimate of about $1.67 billion of adjusted EBITDA it is roughly 8.2 times. Trailing FCF yield on the equity is a striking 14.5 percent, and even FY27's guided-down free cash flow (roughly $650 to $700 million on 90-percent-plus conversion) implies a near-10-percent yield. The reset dividend yields about 5 percent at a 48 percent payout of guided EPS - right inside the company's stated 50-to-55-percent long-term target. Analyst consensus sits at Hold with an average target near $14.30 - the street, like the market, is pricing a show-me story. Peers frame the discount: General Mills trades near 12 times forward earnings and 9.7 times EV/EBITDA (and, notably, also posted an impairment-driven trailing loss - this is a sector-wide de-rating, not just a Conagra problem).

Scenario DCF (implied value under stated assumptions - not a price target). We modeled free cash flow to the firm over five years with a terminal value, subtracting $7.05 billion of net debt across roughly 479 million shares. Base case: FCF starts near the FY27 guide (about $660 million), recovers to about $900 million by FY31 as pricing wraps, productivity flows through, and capex normalizes; 7.5 percent discount rate, 1.5 percent terminal growth. That yields an enterprise value near $13.7 billion and an equity value of about $14 per share - almost exactly today's price. Bull case: margins rebuild toward historical levels, FCF reaches $1.1 billion by FY31, 7.25 percent discount rate, 1.75 percent terminal growth - roughly $22 to $24 per share. Bear case: pricing fails, volumes keep falling, FCF stalls around $550 to $620 million and declines thereafter - on a pure DCF the $7 billion debt stack absorbs nearly the entire enterprise value, leaving the equity worth little (a friendlier exit-multiple approach, 7 times depressed EBITDA, still yields only around $8). This asymmetry is the single most important thing to understand about the stock: with net debt equal to the market cap, the equity is a leveraged slice of the enterprise, and it swings violently in both directions.

Peer re-rating cross-check. Apply General Mills-like multiples to Conagra's guided numbers: 11 to 12 times forward EPS of $1.45 implies $16 to $17.40; 8.5 to 9.5 times our FY27 EBITDA estimate implies roughly $15 to $18.50 per share. Blending the approaches, the implied-value range runs from the mid-single digits (bear) through roughly $14 (base) to the low $20s (bull), with the re-rating math clustering at $15 to $18.50. What today's $14 price implies: the market believes the FY27 plan roughly as guided - no re-rating toward peers, but no further unraveling either. To be explicit: these are implied values under stated assumptions, not price targets, and none of this is investment advice.

Risks

The risks are unusually concrete. First, elasticity: the plan raises frozen prices into a value-seeking consumer - the 10-K's risk factors explicitly flag that "growing use of weight loss medication has caused, and may continue to cause, shifts in consumer preferences," alongside private-label and value-channel competition; if volumes fall harder than the assumed mid-single digits, the pricing plan unwinds. Second, the balance sheet: leverage rising to about 4.0 times while $762.5 million of notes mature in October 2026 leaves little room for a guidance miss, and the Refrigerated & Frozen unit's zero-cushion carrying value means any shortfall likely brings another headline impairment. Third, litigation: the 10-K discloses $141 million paid in FY26 to settle Pam cooking-spray product-liability claims (plus $44.3 million due in Q1 FY27 and a contested $22.9 million Esparza judgment), ongoing Beatrice-era environmental liabilities (about a $39 million accrual across roughly 35 Superfund-related sites), and a pending wave of suits alleging harm from "ultra-processed" foods - an emerging, industry-wide legal theory worth watching. Fourth, execution: a brand-new CEO is running a pricing pivot, a SKU rationalization across roughly 5,500 SKUs, an in-sourcing capex program, and a portfolio review simultaneously, with the full strategy not due until an Investor Day in early 2027. Tariffs add a further $40 million headwind, front-loaded into Q1 FY27.

The Bottom Line

Fiscal 2026 was the year Conagra stopped defending the old story. The dividend that was never quite affordable is now covered; the goodwill that reflected a bigger, healthier business is now written down to reality; and guidance now assumes the consumer stays difficult. The equity at $14 is neither obviously cheap nor obviously doomed - it is a leveraged bet on a specific, dated plan: pricing lands mid-Q2 without a volume collapse, gross margin stabilizes, leverage peaks near 4.0 times and turns down, and the October maturities refinance smoothly. Watch those four markers, plus the early-2027 Investor Day where Brase shows his portfolio hand. If the plan holds, the re-rating math points meaningfully higher; if it slips, the debt stack - not the dividend - becomes the story again. Framework, not a recommendation.


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Financial statements

Financial statements from the 10-Q for Q1 2027 (unaudited), filed 2026-09-30. Every figure is traceable to the filing's XBRL facts.

Revenue
$2.6B
Quarter ending 2026-08-30
Net income
$174.3M
Quarter ending 2026-08-30
Total assets
$17.7B
as of 2026-08-30
Cash
$371.6M
as of 2026-08-30

Condensed Consolidated Statements of Earnings

In thousands, except per-share amounts
Reporting EntityCONAGRA BRANDS, INC.
Three months ended
Aug 24, 2025Aug 30, 2026
Net sales$2,632,600$2,595,900
Cost of goods sold$1,992,000$1,977,200
Gross profit$640,600$618,700
Selling, general and administrative expenses$335,600$350,300
Gain on divestitures$(42,400)
Operating profit$347,400$268,400
Pension and postretirement non-service income$6,100$5,900
Interest expense, net$93,800$91,800
Equity method investment earnings$29,400$50,400
Income before income taxes$289,100$232,900
Income tax expense$124,600$58,600
Net income$164,500$174,300
Earnings per share - basic
Net income$0.34$0.36
Earnings per share - diluted
Net income$0.34$0.36

Condensed Consolidated Statements of Comprehensive Income

In thousands
Reporting EntityCONAGRA BRANDS, INC.
Three months ended
Aug 24, 2025Aug 30, 2026
Net income, pre-tax amount$289,100$232,900
Net income, tax (expense) benefit$(124,600)$(58,600)
Net income$164,500$174,300
Unrealized derivative adjustments, pre-tax amount$1,000$1,500
Unrealized derivative adjustments, tax (expense) benefit$(300)$(400)
Unrealized derivative adjustments, after-tax amount$700$1,100
Reclassification for derivative adjustments included in net income, pre-tax amount$(1,400)$(1,000)
Reclassification for derivative adjustments included in net income, tax (expense) benefit$300$300
Reclassification for derivative adjustments included in net income, after-tax amount$(1,100)$(700)
Unrealized currency translation gains (losses), pre-tax amount$1,100$(400)
Unrealized currency translation gains (losses), after-tax amount$1,100$(400)
Unrealized pension and postretirement benefit obligations, pre-tax amount$400$(300)
Unrealized pension and postretirement benefit obligations, tax (expense) benefit$100
Unrealized pension and postretirement benefit obligations, after-tax amount$400$(200)
Reclassification for pension and postretirement benefit obligations included in net income, pre-tax amount$(900)$(800)
Reclassification for pension and postretirement benefit obligations included in net income, tax (expense) benefit$200$200
Reclassification for pension and postretirement benefit obligations included in net income, after-tax amount$(700)$(600)
Comprehensive income, pre-tax amount$289,300$231,900
Comprehensive income, tax (expense) benefit$(124,400)$(58,400)
Comprehensive income, after-tax amount$164,900$173,500

Condensed Consolidated Balance Sheets

In thousands
Reporting EntityCONAGRA BRANDS, INC.
May 31, 2026Aug 30, 2026
ASSETS
Cash and cash equivalents$218,000$371,600
Receivables, less allowance for doubtful accounts of $4.0 and $3.9$658,200$677,000
Inventories$1,905,400$2,154,000
Prepaid expenses and other current assets$100,500$143,900
Current assets held for sale$13,300
Total current assets$2,882,100$3,359,800
Property, plant and equipment
Property, plant and equipment$6,843,300$6,830,900
Less accumulated depreciation$(3,980,400)$(4,007,100)
Property, plant and equipment, net$2,862,900$2,823,800
Goodwill$8,119,300$8,118,900
Brands, trademarks and other intangibles, net$1,830,700$1,819,800
Other assets$1,566,400$1,579,200
Noncurrent assets held for sale$13,000
Assets$17,274,400$17,701,500
Current liabilities
Notes payable$34,200$32,500
Current installments of long-term debt$778,200$787,500
Accounts and other payables$1,513,300$1,562,600
Accrued payroll$201,700$98,800
Other accrued liabilities$660,600$584,000
Total current liabilities$3,188,000$3,065,400
Senior long-term debt, excluding current installments$6,456,000$6,940,100
Deferred income taxes$693,400$712,000
Other noncurrent liabilities$579,400$579,100
Total liabilities$10,916,800$11,296,600
Common stockholders' equity
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 584,219,229$2,921,200$2,921,200
Additional paid-in capital$2,316,100$2,262,100
Retained earnings$4,171,700$4,261,100
Accumulated other comprehensive income$7,400$6,600
Less treasury stock, at cost, 106,807,712 and 105,666,163 common shares$(3,058,800)$(3,046,100)
Total stockholders' equity$6,357,600$6,404,900
Liabilities and Equity$17,274,400$17,701,500

Condensed Consolidated Statements of Cash Flows

In thousands
Reporting EntityCONAGRA BRANDS, INC.
Three months ended
Aug 24, 2025Aug 30, 2026
Cash flows from operating activities:
Net income$164,500$174,300
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization$95,300$97,900
Asset impairment charges$1,200$600
Gain on divestitures$(42,400)
Equity method investment earnings in excess of distributions$(200)$(32,200)
Stock-settled share-based payments expense$19,600$14,300
Contributions to pension plans$(2,700)$(1,800)
Pension benefit$(4,000)$(3,700)
Other items$(3,600)$1,600
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
Receivables$(51,300)$(20,300)
Inventories$(207,400)$(248,600)
Deferred income taxes and income taxes payable, net$99,300$10,300
Prepaid expenses and other current assets$(41,800)$(30,900)
Accounts and other payables$20,300$113,300
Accrued payroll$(29,900)$(102,900)
Other accrued liabilities$91,700$50,000
Litigation receivables, net of recoveries$65,100$1,600
Litigation accruals, net of payments$(53,100)$(27,700)
Net cash flows from operating activities$120,600$(4,200)
Cash flows from investing activities:
Additions to property, plant and equipment$(146,800)$(123,700)
Sale of property, plant and equipment$6,200$15,000
Proceeds from divestitures, net of cash divested$643,600
Other items$(1,000)$(1,000)
Net cash flows from investing activities$502,000$(109,700)
Cash flows from financing activities:
Issuance of short-term borrowings, maturities greater than 90 days$31,900$25,200
Repayment of short-term borrowings, maturities greater than 90 days$(536,300)$(26,900)
Net repayment of other short-term borrowings, maturities less than or equal to 90 days$(258,800)
Issuance of long-term debt$1,000,000$500,000
Repayment of long-term debt$(18,000)$(4,400)
Debt issuance costs$(10,600)$(3,900)
Repurchase of Conagra Brands, Inc. common shares$(15,000)$(44,000)
Cash dividends paid$(167,100)$(167,500)
Exercise of stock options and issuance of other stock awards, including tax withholdings$(18,800)$(12,700)
Other items$(100)$1,500
Net cash flows from financing activities$7,200$267,300
Effect of exchange rate changes on cash and cash equivalents$300$200
Net change in cash and cash equivalents$630,100$153,600
Cash and cash equivalents at beginning of period$68,000$218,000
Cash and cash equivalents at end of period$698,100$371,600

Primary statements only; the notes, dimensional breakdowns and fact inspection are in the viewer. Source: SEC EDGAR, accession 0001104659-26-112354.

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