Filed by Conagra Brands, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Pinnacle Foods Inc.

Commission File No.: 001-35844

September 27, 2018

On September 27, 2018, Conagra Brands, Inc. issued a press release announcing results for the first quarter of fiscal year 2019. Set forth below is the press release.

Press Release:

		News Release       For more information, please contact:     MEDIA: Dan Hare     312-549-5355     Daniel.Hare@conagra.com       INVESTORS: Brian Kearney     312-549-5002     IR@conagra.com

FOR IMMEDIATE RELEASE

CONAGRA BRANDS REPORTS SOLID FIRST QUARTER RESULTS

Reaffirms Full Year Fiscal 2019 Standalone Guidance

CHICAGO, September 27, 2018 — Today Conagra Brands, Inc. (NYSE: CAG) reported results for the first quarter of fiscal year 2019, which ended on August 26, 2018. All comparisons are against the prior year fiscal period, unless otherwise noted.

Highlights

CEO Perspective

Sean Connolly, president and chief executive officer of Conagra Brands, commented, “Fiscal 2019 is off to a good start despite a continued, challenging inflationary environment. Our first quarter results were largely in-line with expectations as we delivered net sales growth in all four operating segments behind a strong innovation slate. We also earned increased distribution, particularly in our frozen business. We continue to stay focused on supporting our brands with robust marketing programs, including increased retailer investments, to drive brand saliency, enhanced distribution, and consumer trial of our products.”

He continued, “Conagra is well positioned to build upon our tremendous platform and accelerate the next wave of change with the addition of Pinnacle Foods. We now expect the transaction to close by the end of October 2018. We look forward to executing our proven approach to innovation and brand-building to enhance their portfolio of leading brands and drive long-term shareholder value.”

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Total Company First Quarter Results

In the quarter, net sales increased 1.7%. The recent acquisitions of Angie’s BOOMCHICKAPOP and Sandwich Bros. of Wisconsin added 200 basis points to the net sales growth rate. The sales of the Trenton, Missouri production facility and the Canadian Del Monte business reduced the net sales growth rate by 120 basis points. Organic net sales excluding Trenton increased 1.2%, with all four operating segments showing growth. Volume was approximately flat as growth in the Refrigerated & Frozen, Grocery & Snacks, and International segments was offset by the impact of continued value over volume actions in the Foodservice segment. Price/mix was favorable by 1.2% as improved pricing and mix offset increased retailer investments to drive brand saliency, enhanced distribution, and consumer trial.

In the quarter, gross profit and adjusted gross profit decreased 0.7% and 0.6%, respectively. Supply chain realized productivity, favorable price/mix and the profit contribution from recent acquisitions were more than offset by higher transportation and input costs as well as the previously-mentioned increases in retailer investments.

In the quarter, selling, general, and administrative (SG&A) expenses decreased 0.9%. As expected, adjusted SG&A expenses increased 9.7% behind higher stock-based compensation expense due to a higher stock price compared to the prior-year period, increased spending on certain planned projects, and planned decreases in transition service agreement income.

In the quarter, diluted EPS from continuing operations grew 25.0%, and adjusted diluted EPS from continuing operations grew 2.2%. The growth was primarily driven by a lower tax rate and a lower share count, which more than offset higher adjusted SG&A expenses, lower pension and postretirement non-service income, and lower equity method investment earnings.

Grocery & Snacks Segment First Quarter Results

Net sales for the Grocery & Snacks segment increased 3.4% to $771 million in the quarter, and organic net sales grew 0.1% as the acquisition of Angie’s BOOMCHICKAPOP added 330 basis points to the net sales growth rate. Volume grew 0.1% as strong growth in snacks businesses, such as Slim Jim, Duke’s, Orville Redenbacher’s, and Act II, as well as strong performance in Chef Boyardee, more than offset declines in certain non-core grocery brands. Price/mix was flat to the prior-year period as favorable pricing and mix were offset by the continued shift from advertising and promotion (A&P) investments to retailer investments to drive brand saliency, enhanced distribution, and consumer trial.

Operating profit for the segment increased 1.5% to $179 million. Adjusted operating profit decreased 2.1% as higher transportation and input costs and higher SG&A expenses more than offset higher net sales, the profit contribution of acquisitions, and supply chain realized productivity.

Refrigerated & Frozen Segment First Quarter Results

Net sales for the Refrigerated & Frozen segment increased 3.2% to $635 million in the quarter, and organic net sales grew 1.4% as the acquisition of Sandwich Bros. of Wisconsin added 180 basis points to the net sales growth rate. Volume grew 0.5% as innovation launches, such as Banquet Mega Bowls and Mega Meals, Healthy Choice Power Bowls, Marie Callender’s bowls, P.F. Chang’s Home Menu bowls and skillets, Odom’s Tennessee Pride sandwiches and Reddi-Wip Non-Dairy whipped topping, more than offset declines in certain refrigerated businesses. Price/mix increased 0.9% as improved pricing and mix were partially offset by increases in retailer investments to drive brand saliency, enhanced distribution, and consumer trial.

Operating profit decreased 6.4% in the quarter, and adjusted operating profit decreased 6.3% as higher net sales and supply chain realized productivity were more than offset by higher input costs and transportation expenses.

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International Segment First Quarter Results

Net sales for the International segment increased 1.5% to $194 million in the quarter, and organic net sales increased 6.3%. Volume increased 4.4% driven by snacks businesses in Canada and Mexico, and price/mix improved 1.9% behind improved pricing. The impact of foreign exchange unfavorably impacted the net sales growth rate by approximately 320 basis points. The acquisition of Angie’s BOOMCHICKAPOP increased the net sales growth rate by approximately 90 basis points, and the divestiture of the Canadian Del Monte businesses reduced the net sales growth rate by approximately 250 basis points.

Operating profit increased 97.4% to $37 million in the quarter, largely driven by a gain on the sale of the Canadian Del Monte business. Adjusted operating profit increased 43.4% as higher net sales, strong realized productivity, and lower SG&A more than offset higher input costs and unfavorable foreign exchange.

Foodservice Segment First Quarter Results

Net sales for the Foodservice segment decreased 6.9% to $234 million in the quarter, and organic net sales excluding Trenton increased 0.1%. The impact of the Trenton sale was a reduction in the net sales growth rate by approximately 700 basis points. Volume decreased 5.0% behind the planned discontinuations of certain lower-performing businesses as part of the value over volume strategy. Price/mix increased 5.1% behind improved mix and pricing to cover inflation.

Operating profit increased 18.7% in the quarter as the benefits of favorable price/mix and supply chain realized productivity more than offset higher input and transportation costs as well as the lost profit from Trenton.

Other First Quarter Items

Corporate expenses increased 32.9% to $81 million in the quarter, and adjusted corporate expenses increased 24.6% to $62 million behind higher stock-based compensation expense due to a higher stock price compared to the prior-year period, increased spending on certain planned projects, and planned decreases in transition service agreement income.

A&P expense decreased 22.1%, or $12 million, to $43 million in the quarter as the Company continued to shift investments from A&P investments to retailer investments in order to drive brand saliency, enhanced distribution, and consumer trial.

Pension and postretirement non-service income decreased 50.5%, or $10 million, to $10 million in the quarter, reflecting the previously-disclosed asset mix shift in the Company’s pension plans.

Equity method investment earnings decreased 45.9%, or $14 million, to $16 million as improvements in operational efficiencies in the Ardent Mills joint venture were more than offset by less favorable market conditions compared to the year-ago period.

Net interest expense increased 34.5%, or $13 million, to $49 million in the quarter, primarily driven by more debt outstanding compared to the prior year period as well as the amortization of fees associated with the bridge credit facility that the Company entered into in connection with the pending acquisition of Pinnacle Foods. Adjusted interest expense increased 19.1%, or $7 million, to $43 million.

In the quarter, the effective tax rate was 24.4%, and the adjusted tax rate was 25.5%. The higher-than-expected tax rate was primarily driven by discrete items related to changes in state tax rate estimates.

In the quarter, the Company paid a quarterly dividend of $0.2125 per share. As previously communicated, in light of the Company’s pending acquisition of Pinnacle Foods, the Company intends to maintain its quarterly dividend at the current annual rate of $0.85 per share during fiscal 2019. In the future, the Company expects modest dividend increases while it focuses on deleveraging, subject to approval of its Board of Directors.

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In the quarter, the Company did not repurchase shares of its common stock. As previously communicated, the Company plans to repurchase shares under its authorized program only at times and in amounts as are consistent with the prioritization of achieving its leverage targets.

Portfolio Update

During the quarter, on July 4, 2018, the Company completed the divestiture of its Canadian Del Monte processed fruit and vegetable business to Bonduelle Group.

As previously disclosed, a special meeting of Pinnacle Foods shareholders has been scheduled for October 23, 2018. At the special meeting, Pinnacle Foods’ shareholders will be asked to consider and vote on a proposal to approve Conagra Brands’ acquisition of Pinnacle Foods. The parties continue to expect the transaction to close by the end of October 2018, subject to the satisfaction of all conditions in the merger agreement, including the approval of Pinnacle Foods’ shareholders.

Standalone Outlook

All guidance metrics shown below include the expected results for the Wesson oil business for the full time-period indicated. The Company continues to assess alternatives for the Wesson oil business. All guidance metrics shown above do not include any impact from the pending acquisition of Pinnacle Foods.

The Company is reaffirming its standalone fiscal year 2019 guidance as summarized below:

The Company is providing standalone fiscal second quarter 2019 guidance as summarized below:

The inability to predict the amount and timing of the impacts of foreign exchange, acquisitions, divestitures, and other items impacting comparability makes a detailed reconciliation of these forward-looking non-GAAP financial measures impracticable. Please see the end of this release for more information.

Items Affecting First Quarter Fiscal 2019 Comparability

Included in the $0.45 diluted EPS from continuing operations for the first quarter of fiscal 2019 (EPS amounts rounded and after tax)

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Included in the $0.36 diluted EPS from continuing operations for the first quarter of fiscal 2018 (EPS amounts rounded and after tax)

Discussion of Results

Conagra Brands will host a webcast and conference call at 9:30 a.m. Eastern time today to discuss the results. The live audio webcast and presentation slides will be available on www.conagrabrands.com/investor-relations under Events & Presentations. The conference call may be accessed by dialing 1-877-883-0383 for participants in the continental U.S. and 1-412-902-6506 for all other participants and using passcode 8501699. Please dial in 10 to 15 minutes prior to the call start time. Following the Company’s remarks, the conference call will include a question-and-answer session with the investment community.

A replay of the webcast will be available on conagrabrands.com/investor-relations under Events & Presentations until September 26, 2019.

About Conagra Brands

Conagra Brands, Inc. (NYSE: CAG), headquartered in Chicago, is one of North America’s leading branded food companies. Guided by an entrepreneurial spirit, Conagra Brands combines a rich heritage of making great food with a sharpened focus on innovation. The company’s portfolio is evolving to satisfy people’s changing food preferences. Conagra’s iconic brands, such as Marie Callender’s^®, Reddi-wip^®, Hunt’s^®, Healthy Choice^®, Slim Jim^® and Orville Redenbacher’s^®, as well as emerging brands, including Alexia^®, Blake’s^®, Frontera^®, Duke’s^® and Angie’s^® BOOMCHICKAPOP^®, offer choices for every occasion. For more information, visit www.conagrabrands.com.

Note on Forward-looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Readers of this document should understand that these statements are not guarantees of performance or results. Many factors could affect our actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this document. These risks and uncertainties include, among other things: the failure to obtain Pinnacle Foods shareholder approval of the proposed transaction; the possibility that the closing conditions to the proposed transaction may not be satisfied or waived; delay in closing the proposed transaction or the possibility of non-consummation of the proposed transaction; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected, including that the

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proposed transaction may not be accretive within the expected timeframe or to the extent anticipated; the occurrence of any event that could give rise to termination of the merger agreement; the risk that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; risks related to the disruption of the proposed transaction to us and our management; the effect of the announcement of the proposed transaction on our ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties; our ability to achieve the intended benefits of recent and pending acquisitions and divestitures, including the recent spin-off of our Lamb Weston business; the continued evaluation of the role of our Wesson oil business; general economic and industry conditions; our ability to successfully execute our long-term value creation strategy; our ability to access capital on acceptable terms or at all; our ability to execute our operating and restructuring plans and achieve our targeted operating efficiencies from cost-saving initiatives and to benefit from trade optimization programs; the effectiveness of our hedging activities and our ability to respond to volatility in commodities; the competitive environment and related market conditions; our ability to respond to changing consumer preferences and the success of our innovation and marketing investments; the ultimate impact of any product recalls and litigation, including litigation related to the lead paint and pigment matters; actions of governments and regulatory factors affecting our businesses, including the ultimate impact of recently enacted U.S tax legislation and related regulations or interpretations; the availability and prices of raw materials, including any negative effects caused by inflation or weather conditions; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; and other risks described in our reports filed from time to time with the Securities and Exchange Commission. We caution readers not to place undue reliance on any forward-looking statements included in this document, which speak only as of the date of this document. We undertake no responsibility to update these statements, except as required by law.

Additional Information and Where to Find It

In connection with the proposed transaction, Conagra Brands filed a registration statement on Form S-4 that was declared effective by the SEC on September 17, 2018. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to stockholders of Pinnacle. Investors and security holders are able to obtain the documents free of charge at the SEC’s website, www.sec.gov, or from Conagra Brands at its website, www.conagrabrands.com, or by contacting Conagra Brands Investor Relations at (312) 549-5002.

Participation in Solicitation

Conagra Brands and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning Conagra’s participants is set forth in the proxy statement, filed August 9, 2018, for Conagra Brands’ 2018 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed transaction will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Note on Non-GAAP Financial Measures

This document includes certain non-GAAP financial measures, including adjusted diluted EPS from continuing operations, organic net sales, adjusted gross profit, adjusted operating profit, adjusted gross margin, adjusted operating margin, adjusted interest, and net debt. Management considers GAAP financial measures as well as such non-GAAP financial information in its evaluation of the Company’s financial statements and believes these non-GAAP measures provide useful supplemental information to assess the Company’s operating performance and financial position. These measures should be viewed in addition to, and not in lieu of, the Company’s diluted earnings per share, operating performance and financial measures as calculated in accordance with GAAP.

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Certain of these non-GAAP measures, such as organic net sales, adjusted operating margin, and adjusted diluted EPS from continuing operations, are forward-looking. Historically, the Company has excluded the impact of certain items impacting comparability, such as, but not limited to, restructuring expenses, the impact of the extinguishment of debt, the impact of foreign exchange, the impact of acquisitions and divestitures, hedging gains and losses, impairment charges, the impact of legacy legal contingencies, and the impact of unusual tax items, from the non-GAAP financial measures it presents. Reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort, due to the uncertainty and inherent difficulty of predicting the occurrence and the financial impact of such items impacting comparability and the periods in which such items may be recognized. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

Hedge gains and losses are generally aggregated, and net amounts are reclassified from unallocated corporate expense to the operating segments when the underlying commodity or foreign currency being hedged is expensed in segment cost of goods sold. The Company identifies these amounts as items that impact comparability within the discussion of unallocated Corporate results.

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Conagra Brands, Inc.

Consolidated Statements of Earnings

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(unaudited)

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Conagra Brands, Inc.

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Conagra Brands, Inc.

Consolidated Statements of Cash Flows

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(unaudited)

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Conagra Brands, Inc.

Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures

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Conagra Brands, Inc.

Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures

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Conagra Brands, Inc.

Reconciliation of Non-GAAP Financial Measures to Reported Financial Measures

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