康尼格拉美股招股说明书(2025-07-16版)

We are offering $500,000,000 aggregate principal amount of 5.000% senior notes due 2030 (the “2030 Notes”) and $500,000,000aggregate principal amount of 5.750% senior notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “notes”). We will pay interest on the 2030 Notes on February 1 and August 1 of each year, beginning on February1, 2026. The 2030 Noteswill mature on August1, 2030. We will pay interest on the 2035 Notes on February1 and August1 of each year, beginning onFebruary1, 2026. The 2035 Notes will mature on August1, 2035. We may redeem some or all of the notes of any series at any timeand from time to time prior to their maturity at the applicable redemption price described herein under the caption “Description ofNotes — Optional Redemption.” If a change of control triggering event occurs with respect to the notes, we will be required to make an offer to repurchase eachseries of notes in cash from the holders thereof at a price equal to 101% of their principal amount, plus accrued and unpaid interest to,but not including, the date of repurchase. See “Description of Notes — Change of Control Offer.”The notes will be our senior unsecured obligations, will rank equally and ratably with all of our existing and future senior unsecured debt and other liabilities and will be senior to all of our existing and future subordinated debt and other liabilities, but willbe effectively junior to our secured debt to the extent of the value of the collateral securing such debt, and will be effectively junior toall existing and future secured and unsecured debt of our subsidiaries, including trade payables. The notes will be exclusively ourobligation, and not the obligation of any of our subsidiaries. Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list either seriesof notes on any securities exchange or to have the notes quoted on any automated quotation system.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. (1)Plus accrued interest from July 22, 2025 if settlement occurs after that date, which is the fifth business day following thedate of this prospectus supplement (such settlement being referred to as “T+5”).Investing in the notes involves risks that are described or referred to in the “Risk Factors” section beginning on pageS-6of this prospectus supplement.The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company (“DTC”) for the benefit of its participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A.(“Clearstream”) on or about July 22, 2025, which is the fifth business day following the date of this prospectus supplement. Purchasersof the notes should note that trading of the notes may be affected by this settlement date. See “Underwriting (Conflicts of Interest)”beginning on pageS-31of this prospectus supplement.Joint Book-Running Managers BofA Securities BMO Capital MarketsHSBC The date of this prospectus supplement is July 15, 2025. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiWhere You Can Find More InformationS-iiInformation We Incorporate by ReferenceS-iiNotice to Prospective Investors in the European Economic AreaS-iiiNotice to Prospective Investors in the United KingdomS-iiiDisclosure Regarding Forward-Looking StatementsS-vSummaryS-1Conagra Brands Summary Consolidated Financial DataS-5Risk FactorsS-6Use of ProceedsS-9CapitalizationS-10Description of NotesS-11Certain U.S. Federal Income Tax ConsiderationsS-24Certain ERISA and Related ConsiderationsS-29Underwriting (Conflicts of Interest)S-31Legal MattersS-38ExpertsS-38 Prospectus PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1INFORMATION WE INCORPORATE BY REFERENCE2DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS3THE COMPANY5RISK FACTORS5USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK6DESCRIPTION OF DEBT SECURITIES8PLAN OF DISTRIBUTION16LEGAL MATTERS17EXPERTS17 ABOUT THIS PROSPECTUS SUPPLEMENT We provide information to you about this offering in two separate documents. The accompanyingprospectus provides general information about us and the securities we may offer from time to time, some ofwhich may not apply to this offering. This prospectus supplement describes the specific details regardingthis offering and the notes offered hereby. Additional information is incorporated by reference in thisprospectus supplement. If information in this prospectus supplement is inconsistent with the accompanyingprospectus, you should rely on this prospectus supplement. You should rely only on the information contained or incorporated by reference in this prospectussupplement, in th