RESTRUCTURING ACTIVITIES

12 Months Ended

May 31, 2026

RESTRUCTURING ACTIVITIES

RESTRUCTURING ACTIVITIES

3. RESTRUCTURING ACTIVITIES

Optimization and Transformation Initiatives

We 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.

In 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.

Subsequent 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.

Conagra Restructuring Plan

In 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.

We 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):


		Grocery &			Refrigerated
		Snacks			& Frozen			International			Foodservice			Corporate			Total
Accelerated depreciation		$	43.9		$	47.7		$	—		$	—		$	—		$	91.6
Other cost of goods sold			14.3			10.6			1.9			—			—			26.8
Total cost of goods sold			58.2			58.3			1.9			—			—			118.4
Severance and related costs			12.7			9.7			6.4			0.3			26.5			55.6
Asset impairment (net of gains on disposal)			37.2			78.1			12.4			—			(0.4)			127.3
Contract/lease termination			2.4			0.9			0.3			—			0.3			3.9
Consulting/professional fees			0.5			0.6			—			—			12.3			13.4
Other selling, general and administrative expenses			25.0			10.3			0.9			—			1.3			37.5
Total selling, general and administrative expenses			77.8			99.6			20.0			0.3			40.0			237.7
Total		$	136.0		$	157.9		$	21.9		$	0.3		$	40.0		$	356.1
Pension and postretirement non-service income																		0.6
Consolidated total																	$	356.7

During fiscal 2026, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:


		Grocery &			Refrigerated
		Snacks			& Frozen			International			Corporate			Total
Accelerated depreciation		$	0.5		$	—		$	—		$	—		$	0.5
Other cost of goods sold			2.2			1.1			—			—			3.3
Total cost of goods sold			2.7			1.1			—			—			3.8
Severance and related costs			—			—			0.8			10.6			11.4
Asset impairment (net of gains on disposal)			12.0			(6.9)			0.1			(0.4)			4.8
Contract/lease termination			0.4			—			—			0.2			0.6
Consulting/professional fees			—			—			—			5.5			5.5
Other selling, general and administrative expenses			5.5			0.5			—			0.2			6.2
Total selling, general and administrative expenses			17.9			(6.4)			0.9			16.1			28.5
Total		$	20.6		$	(5.3)		$	0.9		$	16.1		$	32.3

Included 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.

We recognized the following cumulative (plan inception to May 31, 2026) pre-tax expenses for the Conagra Restructuring Plan in our Consolidated Statements of Operations:


		Grocery &			Refrigerated
		Snacks			& Frozen			International			Foodservice			Corporate			Total
Accelerated depreciation		$	43.9		$	47.7		$	—		$	—		$	—		$	91.6
Other cost of goods sold			14.3			10.6			2.0			—			—			26.9
Total cost of goods sold			58.2			58.3			2.0			—			—			118.5
Severance and related costs			12.7			9.7			6.4			0.3			26.4			55.5
Asset impairment (net of gains on disposal)			37.2			78.1			12.4			—			(0.4)			127.3
Contract/lease termination			2.4			0.9			0.3			—			0.3			3.9
Consulting/professional fees			0.5			0.6			—			—			10.6			11.7
Other selling, general and administrative expenses			24.5			9.3			0.8			—			1.4			36.0
Total selling, general and administrative expenses			77.3			98.6			19.9			0.3			38.3			234.4
Total		$	135.5		$	156.9		$	21.9		$	0.3		$	38.3		$	352.9
Pension and postretirement non-service income																		0.6
Consolidated total																	$	353.5

Included 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.

Liabilities recorded for the above restructuring activities and changes therein for fiscal 2026 were as follows:


					Costs
		Balance at			Incurred			Costs Paid						Balance at
		May 25,			and Charged			or Otherwise			Changes in			May 31,
		2025			to Expense			Settled			Estimates			2026
Severance and related costs		$	14.6		$	15.2		$	(13.5)		$	(2.2)		$	14.1
Contract/lease termination			—			0.6			(0.6)			—			—
Consulting/professional fees			—			5.5			(3.7)			—			1.8
Other costs			2.8			12.7			(9.6)			—			5.9
Total		$	17.4		$	34.0		$	(27.4)		$	(2.2)		$	21.8