3. RESTRUCTURING ACTIVITIES

See our Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 for additional information on our 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 $85 million of restructuring charges within the Refrigerated & Frozen segment, of which approximately $21 million will be cash. These charges are expected to consist of approximately $64 million of accelerated depreciation and asset write-offs and $21 million of other costs within Selling, general and administrative (“SG&A”) expenses. We recognized charges of $3.1 million in the first quarter of fiscal 2027 and incurred cumulative charges of $16.5 million ($7.5 million of cash charges and $9.0 million of non-cash charges) through the end of the first quarter of fiscal 2027. We expect these initiatives to be completed by the end of fiscal 2028.

In the first quarter of fiscal 2027, 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 continue to define and identify initiatives under Project Catalyst, some of which will result in restructuring charges. In the first quarter of fiscal 2027, we recognized cash charges of $2.3 million within SG&A expenses primarily consisting of professional and consulting fees and severance and related costs. We are currently unable to provide timing or specific estimates for any such restructuring charges or other costs that may be incurred as a result of Project Catalyst.

In the first quarter of fiscal 2027, management also approved a multi-year optimization initiative to drive portfolio simplicity and evaluate strategic options for non-core businesses. Some of these actions will result in restructuring charges. In the first quarter of fiscal 2027, we recognized immaterial charges within Cost of goods sold related to this initiative. We are currently unable to provide timing or specific estimates for any such restructuring charges.

Conagra Restructuring Plan

As of May 31, 2026, we substantially completed restructuring activities related to a restructuring plan commenced in fiscal 2019 that was directed at improving SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”). While no new initiatives were added to the Conagra Restructuring Plan, we recognized charges of $2.6 million and $4.4 million in the first quarter of fiscal 2027 and 2026, respectively, related to initiatives previously approved.

We have recognized cumulative charges of $356.1 million ($118.6 million in Cost of goods sold, $236.9 million in SG&A, and $0.6 million in Pension and postretirement non-service income) from the inception of the Conagra Restructuring Plan through August 30, 2026. Included in these results were $121.3 million of cash charges and $234.8 million of non-cash charges. Our total expenses for the Conagra Restructuring Plan are expected to be $358.0 million ($123.2 million of cash charges and $234.8 million of non-cash charges).

Liabilities recorded for the above restructuring activities and changes therein for the first quarter of fiscal 2027 were as follows:

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