Item 12. Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

The

information

contained

in

the

section

entitled

“Ownership

of

General

Mills

Common

Stock

by

Directors,

Officers

and

Certain

Beneficial

Owners”

in

our

definitive

Proxy

Statement

for

our

2024

Annual

Meeting

of

Shareholders

is

incorporated

herein

by

reference.

Equity Compensation Plan Information

The following table provides certain information as of May 26, 2024,

with respect to our equity compensation plans:

Plan Category

Number of Securities to be

Issued upon Exercise of

Outstanding Options,

Warrants and Rights (1)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and

Rights (2) (a)

Number of Securities Remaining

Available for

Future Issuance Under

Equity Compensation Plans (Excluding

Securities Reflected in Column (1)) (3)

Equity compensation plans

approved by

security holders

18,812,894

(b)

$

59.19

32,590,666

(d)

Equity compensation plans

not approved by

security holders

92,110

(c)

-

-

Total

18,905,004

$

59.19

32,590,666

(a)

Only includes the weighted-average exercise price of outstanding options,

whose weighted-average term is 5.05 years.

(b)

Includes 12,044,367 stock

options, 3,335,148 restricted

stock units, 1,323,984

performance share units

(assuming pay out

for

target performance), and 2,109,395 restricted stock units that

have vested and been deferred.

(c)

Includes 92,110

restricted stock units

that have vested and

been deferred. These

awards were made in

lieu of salary increases

and certain other compensation

and benefits. We

granted these awards under

our 1998 Employee Stock

Plan, which provided

for the

issuance of stock

options, restricted

stock, and restricted

stock units

to attract

and retain

employees and

to align their

interest with those of shareholders.

We discontinued

the 1998 Employee Stock Plan in

September 2003, and no future awards

may be granted under that plan.

(d)

Includes

stock

options,

restricted

stock,

restricted

stock

units,

shares

of

unrestricted

stock,

stock

appreciation

rights,

and

performance awards that we may

award under our 2022 Stock

Compensation Plan, which has 32,590,666

shares available for

grant at May 26, 2024.