General Mills 10-K 2026-05-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR

THE FISCAL YEAR ENDED MAY 31, 2026

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission file number: 001-01185

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

(763) 764-7600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness

of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered

public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☑

Aggregate market value of Common Stock held by non-affiliates of the registrant, based on the closing price of $48.33 per share as

reported on the New York Stock Exchange on November 21, 2025 (the last business day of the registrant’s most recently completed

second fiscal quarter): $25,787 million.

Number of shares of Common Stock outstanding as of June 15, 2026: 533,708,396 (excluding 220,904,932 shares held in the

treasury).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders are incorporated by reference into Part III.

Table of Contents

PART I

COMPANY OVERVIEW

For 160 years, General Mills has been making food the world loves. We are a leading global manufacturer and marketer of branded

consumer foods with more than 100 brands in 100 countries across six continents. In addition to our consolidated operations, we have

50 percent interests in two strategic joint ventures that manufacture and market food products sold in approximately 120 countries

worldwide.

We manage and review the financial results of our business under four operating segments: North America Retail; International; North

America Pet; and North America Foodservice. See Management’s Discussion and Analysis of Financial Condition and Results of

Operations (MD&A) in Item 7 of this report for a description of our segments.

We offer a variety of human and pet food products that provide great taste, nutrition, convenience, and value for consumers around the

world. Our business is focused on the following large, global categories:

• snacks, including grain, fruit and savory snacks, nutrition bars, and frozen hot snacks;

• ready-to-eat cereal;

• convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes, frozen breakfast, and frozen entrees;

• wholesome natural pet food;

• refrigerated and frozen dough;

• baking mixes and ingredients; and

• super-premium ice cream.

Our Cereal Partners Worldwide (CPW) joint venture with Nestlé S.A. (Nestlé) competes in the ready-to-eat cereal category in markets

outside North America, and our Häagen-Dazs Japan, Inc. (HDJ) joint venture competes in the super-premium ice cream category in

Japan. For net sales contributed by each class of similar products, please see Note 17 to the Consolidated Financial Statements in Item

8 of this report.

The terms “General Mills,” “Company,” “registrant,” “we,” “us,” and “our” mean General Mills, Inc. and all subsidiaries included in

the Consolidated Financial Statements in Item 8 of this report unless the context indicates otherwise.

Certain terms used throughout this report are defined in a glossary in Item 8 of this report.

Customers

Our primary customers are grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount

chains, e-commerce retailers, commercial and noncommercial foodservice distributors and operators, restaurants, convenience stores,

and pet specialty stores. We generally sell to these customers through our direct sales force. We use broker and distribution

arrangements for certain products and to serve certain types of customers and certain markets. For further information on our customer

credit and product return practices, please refer to Note 2 to the Consolidated Financial Statements in Item 8 of this report. During

fiscal 2026, Walmart Inc. and its affiliates (Walmart) accounted for 22 percent of our consolidated net sales and 31 percent of net sales

of our North America Retail segment. No other customer accounted for 10 percent or more of our consolidated net sales. For further

information on significant customers, please refer to Note 8 to the Consolidated Financial Statements in Item 8 of this report.

Competition

The human and pet food categories are highly competitive, with numerous manufacturers of varying sizes in the United States and

throughout the world. The categories in which we participate also are very competitive. Our principal competitors in these categories

are manufacturers, as well as retailers with their own branded products. Competitors market and sell their products through brick-and-

mortar stores and e-commerce. All our principal competitors have substantial financial, marketing, and other resources. Competition in

our product categories is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of

marketing, promotional activity, convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer

preferences. Our principal strategies for competing in each of our segments include unique consumer insights, effective customer

relationships, superior product quality, innovative advertising, product promotion, product innovation aligned with consumers’ needs,

an efficient supply chain, and price. In most product categories, we compete not only with other widely advertised, branded products,

but also with regional brands and with generic and private label products that are generally sold at lower prices. Internationally, we

compete with both multi-national and local manufacturers, and each country includes a unique group of competitors.

Raw materials, ingredients, and packaging

The principal raw materials that we use are grains (wheat, oats, and corn), meat, vegetable oils, sugar, vegetables, fruits, nuts, and

other agricultural products. We also use substantial quantities of carton board, corrugated, plastic, and metal packaging materials,

operating supplies, and energy. Most of these inputs for our domestic and Canadian operations are purchased from suppliers in the

United States. In our other international operations, inputs that are not locally available in adequate supply may be imported from

other countries. The cost of these inputs may fluctuate widely due to external conditions such as weather, climate change, product

scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs, pandemics, war, and changes

in governmental agricultural and energy policies and regulations. We believe that we will be able to obtain an adequate supply of

needed inputs. Occasionally and where possible, we make advance purchases of items significant to our business to ensure continuity

of operations. Our objective is to procure materials meeting both our quality standards and our production needs at price levels that

allow a targeted profit margin. Since these inputs generally represent the largest variable cost in manufacturing our products, to the

extent possible, we often manage the risk associated with adverse price movements for some inputs using a variety of risk

management strategies. We also have a grain merchandising operation that provides us efficient access to, and more informed

knowledge of, various commodity markets, principally wheat and oats. This operation holds physical inventories that are carried at net

realizable value and uses derivatives to manage its net inventory position and minimize its market exposures.

TRADEMARKS AND PATENTS

Our products are marketed under a variety of valuable trademarks. Some of the more important trademarks used in our global

operations (set forth in italics in this report) include Annie’s, Betty Crocker, Bisquick, Blue Buffalo, Bugles, Cascadian Farm,

Cheerios, Chex, Cinnamon Toast Crunch, Cocoa Puffs, Cookie Crisp, Dunkaroos, Edgard & Cooper, Fiber One, Fruit by the Foot,

Fruit Gushers, Fruit Roll-Ups, Gardetto’s, Gold Medal, Golden Grahams, Häagen-Dazs, Kitano, Kix, Lärabar, Latina, Lucky

Charms, Nature Valley, Nudges, Oatmeal Crisp, Old El Paso, Pillsbury, Progresso, Tastefuls, Tiki Pets, Total, Totino’s, Trix, True

Solutions, Wanchai Ferry, Wheaties, Wilderness, and Yoki. We protect these trademarks as appropriate through registrations in the

United States and other jurisdictions. Depending on the jurisdiction, trademarks are generally valid as long as they are in use or their

registrations are properly maintained and they have not been found to have become generic. Registrations of trademarks can also

generally be renewed indefinitely for as long as the trademarks are in use.

Some of our products are marketed under or in combination with trademarks that have been licensed from others for both long-

standing products (e.g., Reese’s Puffs for cereal and Green Giant for vegetables in certain countries), and shorter term promotional

products (e.g., cereal, fruit snacks, and baking mixes sold in combination with various third-party equities).

Our cereal trademarks are licensed to CPW and may be used in association with the Nestlé trademark. Nestlé licenses certain of its

trademarks to CPW, including the Nestlé and Uncle Toby’s trademarks. The Häagen-Dazs trademark is licensed royalty-free and

exclusively to Nestlé and authorized sublicensees for ice cream and other frozen dessert products in the United States and Canada.

The Häagen-Dazs trademark is also licensed to HDJ in Japan. The Pillsbury brand and the Pillsbury Doughboy character are subject

to an exclusive, royalty-free license that was granted to a third party and its successors in the shelf-stable baking categories in the

United States and under limited circumstances in Canada and Mexico.

We continue our focus on developing and marketing innovative, proprietary products, many of which use proprietary expertise,

recipes and formulations, and are patent protected. We consider the collective rights under our various patents, which expire from time

to time, to be a valuable asset, but we do not believe that our businesses are materially dependent upon any single patent or group of

related patents.

SEASONALITY

In general, demand for our products is evenly balanced throughout the year. However, within our North America Retail segment

demand for refrigerated dough, frozen baked goods, and baking products is stronger in the fourth calendar quarter. Demand for

Progresso soup is higher during the fall and winter months. Within our International segment, demand for Häagen-Dazs ice cream is

higher during the summer months and demand for baking mix increases during winter months. Due to the offsetting impact of these

demand trends, as well as the different seasons in the northern and southern hemispheres, our International segment’s net sales are

generally evenly balanced throughout the year.

QUALITY AND SAFETY REGULATION

The manufacture and sale of human and pet food products is highly regulated. In the United States, our activities are subject to

regulation by various federal government agencies, including the Food and Drug Administration, Department of Agriculture, Federal

Trade Commission, Department of Commerce, Occupational Safety and Health Administration, and Environmental Protection

Agency, as well as various federal, state, and local agencies relating to the production, packaging, labelling, marketing, storage,

distribution, quality, and safety of food and pet products and the health and safety of our employees. Our business is also regulated by

similar agencies outside of the United States.

ENVIRONMENTAL MATTERS

As of May 31, 2026, we were involved with two response actions associated with the alleged or threatened release of hazardous

substances or wastes located in Minneapolis, Minnesota and Moonachie, New Jersey.

Our operations are subject to the Clean Air Act, Clean Water Act, Resource Conservation and Recovery Act, Comprehensive

Environmental Response, Compensation, and Liability Act, and the Federal Insecticide, Fungicide, and Rodenticide Act, and all

similar state, local, and foreign environmental laws and regulations applicable to the jurisdictions in which we operate.

Based on current facts and circumstances, we believe that neither the results of our environmental proceedings nor our compliance in

general with environmental laws or regulations will have a material adverse effect upon our capital expenditures, earnings, or

competitive position.

HUMAN CAPITAL MANAGEMENT

Recruiting, developing, engaging, and protecting our workforce is critical to executing our strategy and achieving business success. As

of May 31, 2026, we had approximately 30,000 employees around the globe, with approximately 15,000 in the U.S. and

approximately 15,000 located in our markets outside of the U.S. Our workforce is divided between approximately 12,000 employees

dedicated to the production of our products and approximately 18,000 non-production employees.

The efficient production of high-quality products and successful execution of our strategy requires a talented, skilled, and engaged

team of employees. We work to equip our employees with critical skills and expand their contributions over time by providing a range

of training and career development opportunities, including hands-on experiences via challenging work assignments and job rotations,

coaching and mentoring opportunities, and training programs. To foster employee engagement and commitment, we follow a robust

process to listen to employees, take action, and measure our progress with on-going employee conversations, transparent

communications, and employee engagement surveys.

We believe that fostering a culture of belonging is the right thing to do for our employees and business. It strengthens our ability to

recruit talent and provides all of our employees with an environment where they have an opportunity to thrive and succeed. Champion

Belonging – a Company value – helps bring to life our culture of belonging through respecting and including all voices, ideas, and

perspectives. We embed our culture of belonging into our day-to-day ways of working through a number of programs to foster

discussion, build empathy, and increase understanding.

We are committed to maintaining a safe and secure workplace for our employees. We set specific safety standards to identify and

manage critical risks. We use global safety management systems and employee training to ensure consistent implementation of safety

protocols and accurate measurement and tracking of incidents. To provide a safe and secure working environment for our employees,

we prohibit workplace discrimination, and we do not tolerate abusive conduct or harassment. Our attention to the health and safety of

our workforce extends to the workers and communities in our supply chain. We believe that respect for human rights is fundamental to

our strategy and to our commitment to ethical business conduct.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The section below provides information regarding our executive officers as of July 1, 2026.

Kofi A. Bruce, age 56, is Chief Financial Officer. Mr. Bruce joined General Mills in 2009 as Vice President, Treasurer after serving in

a variety of senior management positions with Ecolab and Ford Motor Company. He served as Treasurer until 2010 when he was

named Vice President, Finance for Yoplait. Mr. Bruce reassumed his role as Vice President, Treasurer from 2012 until 2014 when he

was named Vice President, Finance for Convenience Stores & Foodservice. He was named Vice President, Controller in 2017, Vice

President, Financial Operations in 2019, and to his present position in 2020.

Ricardo Fernandez, age 53, is Segment President, International. Mr. Fernandez joined General Mills in 2000 as an Associate

Marketing Manager and held various marketing roles of increasing responsibility until being named Vice President, Marketing, Frozen

Frontier in 2012, Vice President, CPW Marketing in 2014, President, Latin America in 2016, and President, Morning Foods in 2020.

He was named to his present position in December 2023.

Jeffrey L. Harmening, age 59, is Chairman of the Board and Chief Executive Officer. Mr. Harmening joined General Mills in 1994

and served in various marketing roles in the Betty Crocker, Yoplait, and Big G cereal divisions. He was named Vice President,

Marketing for CPW in 2003 and Vice President of the Big G cereal division in 2007. In 2011, he was promoted to Senior Vice

President for the Big G cereal division. Mr. Harmening was appointed Senior Vice President, Chief Executive Officer of CPW in

2012. Mr. Harmening returned from CPW in 2014 and was named Executive Vice President, Chief Operating Officer, U.S. Retail. He

became President, Chief Operating Officer in 2016. He was named Chief Executive Officer in 2017 and Chairman of the Board in

2018. Mr. Harmening is a director of The Toro Company.

Elizabeth A. Mascolo, age 51, is Segment President, North America Pet. Ms. Mascolo joined General Mills in 2002 and held various

marketing roles in Cereals, Meals, and Snacks before serving as Global Marketing Director for CPW from 2014 through 2017. Ms.

Mascolo was named Business Unit Director for Cheerios & Strategic Revenue Management in 2017; Vice President, Business Unit

Director, Pillsbury, in 2020; and President, North America Blue Buffalo in February 2023. She was named to her present position in

March 2025.

Dana M. McNabb, age 50, is Chief Operating Officer and a director of General Mills. Ms. McNabb joined General Mills in 1999 and

held a variety of marketing roles in Cereal, Snacks, Meals, and New Products before becoming Vice President, Marketing for CPW in

2011 and Vice President, Marketing for the Circle of Champions Business Unit in 2015. She became President, U.S. Cereal Operating

Unit in 2016, Group President, Europe & Australia in 2020, Chief Strategy & Growth Officer in July 2021, Group President, North

America Retail in January 2024, Group President, North America Retail and North America Pet in June 2025, and was named to her

present position in June 2026.

Jaime Montemayor, age 62, is Chief Digital, Technology and Transformation Officer. He spent 21 years at PepsiCo, Inc., serving in

roles of increasing responsibility, including most recently as Senior Vice President and Chief Information Officer of PepsiCo’s

Americas Foods segment from 2013 to 2015, and Senior Vice President and Chief Information Officer, Digital Innovation, Data and

Analytics, PepsiCo from 2015 to 2016. Mr. Montemayor served as Chief Technology Officer of 7-Eleven Inc. in 2017. He assumed

the role of our Chief Digital and Technology Officer in 2020 after founding and operating a digital technology consulting company

from 2017 until 2020. He was named to his present position in March 2026.

Jonathan Ness, age 50, is Chief Supply Chain Officer. Mr. Ness joined General Mills in 2007 and has held various roles of increasing

responsibility in Global Finance, Supply Chain Strategy, and Transformation. He was named Finance Director in 2016, Senior Finance

Director, Global Supply Chain in March 2022, and Vice President, Global Supply Chain Finance & Strategy in June 2023. He was

named to his present position in March 2026.

Mark A. Pallot, age 53, is Vice President, Chief Accounting Officer. Mr. Pallot joined General Mills in 2007 and served as Director,

Financial Reporting until 2017, when he was named Vice President, Assistant Controller. He was elected to his present position in

2020. Prior to joining General Mills, Mr. Pallot held accounting and financial reporting positions at Residential Capital, LLC, Metris,

Inc., CIT Group Inc., and Ernst & Young, LLP.

Asheesh Saksena, age 62, is Chief Strategy and Growth Officer. Mr. Saksena joined General Mills in August 2024. Prior to joining

General Mills, Mr. Saksena served as Executive Vice President, Chief Strategy Officer at Cox Communications, a wholly owned

subsidiary of Cox Enterprises, Inc., from 2011 to 2016; Chief Strategic Growth Officer at Best Buy Co., Inc. from 2016 to 2018;

President, Best Buy Health, Best Buy Co., Inc. from 2018 to 2020; Senior Advisor to the Chief Executive Officer of Best Buy Co.,

Inc. in 2020; and Chief Growth Officer at Gap Inc. from January 2021 to March 2023.

Lanette Shaffer Werner, age 55, is Chief Innovation, Technology and Quality Officer. Ms. Shaffer Werner joined General Mills in

1995 and held various R&D roles in Frozen Desserts, Pillsbury, and Baking before serving as Director of One Global Dairy and Sr.

Director for One Global Cereal. In July 2021, Ms. Shaffer Werner was named as Vice President, Innovation, Technology and Quality,

U.S. Meals & Baking Solutions. She was named to her present position in June 2023.

Pankaj Sharma, age 53, is Segment President, North America Foodservice. Mr. Sharma joined General Mills in 2014 and served as a

Marketing Director until 2017, when he was named Vice President, Marketing, Europe & Australia. He was promoted to President,

U.S. Yogurt in 2018 and President, U.S. Meals & Baking Solutions in 2019. He was named to his present position in February 2024.

Jacqueline Williams-Roll, age 57, is Chief Human Resources Officer. In this capacity, she also has responsibility for Corporate

Communications and Community Impact. Ms. Williams-Roll joined General Mills in 1995. She held human resources leadership roles

in Supply Chain, Finance, Marketing, and Organization Effectiveness and worked a large part of her career on businesses outside of

the United States. She was named Vice President, Human Resources, International in 2010, and then promoted to Senior Vice

President, Human Resources Operations in 2013. She was named to her present position in 2014. Prior to joining General Mills, she

held sales and management roles with Jenny Craig International.

Karen Wilson Thissen, age 59, is General Counsel and Secretary. Ms. Wilson Thissen joined General Mills in June 2022. Prior to

joining General Mills, she was a partner at the law firm of Faegre Drinker (formerly Faegre & Benson LLP), and then spent 17 years

at Ameriprise Financial, Inc., serving in roles of increasing responsibility, including Executive Vice President and Deputy General

Counsel from 2014 to 2017, and most recently as Executive Vice President and General Counsel from 2017 to June 2022.

WEBSITE ACCESS

Our website is https://www.generalmills.com. We make available, free of charge in the “Investors” portion of this website, annual

reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or

furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (1934 Act) as soon as reasonably practicable after

we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). All such filings are

available on the SEC’s website at https://www.sec.gov. Reports of beneficial ownership filed pursuant to Section 16(a) of the 1934

Act are also available on our website.

Our business is subject to various risks and uncertainties. Any of the risks described below could materially, adversely affect our

business, financial condition, and results of operations.

Business and Industry Risks

The categories in which we participate are very competitive, and if we are not able to compete effectively, our results of

operations could be adversely affected.

The human and pet food categories in which we participate are very competitive. Our principal competitors in these categories are

manufacturers, as well as retailers with their own branded and private label products. Competitors market and sell their products

through brick-and-mortar stores and e-commerce. All of our principal competitors have substantial financial, marketing, and other

resources. In most product categories, we compete not only with other widely advertised branded products, but also with regional

brands and with generic and private label products that are generally sold at lower prices. Competition in our product categories is

based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity,

convenient ordering and delivery to the consumer, and the ability to identify and satisfy consumer preferences. If our large competitors

were to seek an advantage through pricing or promotional changes, we could choose to do the same, which could adversely affect our

margins and profitability. If we did not do the same, our revenues and market share could be adversely affected. Our market share and

revenue growth could also be adversely impacted if we are not successful in introducing innovative products in response to changing

consumer demands or by new product introductions of our competitors. If we are unable to build and sustain brand equity by offering

recognizably superior product quality, we may be unable to maintain premium pricing over generic and private label products.

We may be unable to maintain our profit margins in the face of a consolidating retail environment.

There has been significant consolidation in the grocery industry, resulting in customers with increased purchasing power. In addition,

large retail customers may seek to use their position to improve their profitability through improved efficiency, lower pricing,

increased reliance on their own brand name products, increased emphasis on generic and other economy brands, and increased

promotional programs. If we are unable to use our scale, marketing expertise, product innovation, knowledge of consumers’ needs,

and category leadership positions to respond to these demands, our profitability and volume growth could be negatively impacted. In

addition, the loss of any large customer could adversely affect our sales and profits. In fiscal 2026, Walmart accounted for 22 percent

of our consolidated net sales and 31 percent of net sales of our North America Retail segment. For more information on significant

customers, please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.

Price changes for the commodities we depend on for raw materials, packaging, and energy may adversely affect our

profitability.

The principal raw materials that we use are commodities that experience price volatility caused by external conditions such as weather,

climate change, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, trade tariffs

(including recent tariffs imposed or threatened to be imposed by the United States on other countries and any retaliatory actions taken

by such countries), pandemics, war (including sanctions imposed on Russia for its invasion of Ukraine), and changes in governmental

agricultural and energy policies and regulations. Commodity prices have become, and may continue to be, more volatile. Commodity

price changes may result in unexpected increases in raw material, packaging, energy, and transportation costs. If we are unable to

increase productivity to offset these increased costs or increase our prices, we may experience reduced margins and profitability. We

do not fully hedge against changes in commodity prices, and the risk management procedures that we do use may not always work as

we intend.

Concerns with the safety and quality of our products could cause consumers to avoid certain products or ingredients.

We could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of certain of our

products or ingredients. Adverse publicity about these types of concerns, whether or not valid, may discourage consumers from buying

our products or cause production and delivery disruptions.

We may be unable to anticipate changes in consumer preferences and trends, which may result in decreased demand for our

products.

Our success depends in part on our ability to anticipate the tastes, eating habits (including the impact of weight loss drugs), and

purchasing behaviors of consumers and to offer products that appeal to their preferences in channels where they shop. Consumer

preferences and category-level consumption may change from time to time and can be affected by a number of different trends and

other factors. If we fail to anticipate, identify or react to these changes and trends, such as adapting to emerging e-commerce channels,

or to introduce new and improved products on a timely basis, we may experience reduced demand for our products, which would in

turn cause our revenues and profitability to suffer. Similarly, demand for our products could be affected by consumer concerns

regarding the health effects of ingredients such as sodium, genetically modified organisms, sugar and sugar alternatives, color

additives, preservatives, processed wheat and other ingredients, grain-free or legume-rich pet food, or other product ingredients or

attributes.

We may be unable to grow our market share or add products that are in faster growing and more profitable categories.

The food industry’s growth potential is constrained by population growth. Our success depends in part on our ability to grow our

business faster than populations are growing in the markets that we serve. One way to achieve that growth is to enhance our portfolio

by adding innovative new products in faster growing and more profitable categories. Our future results will also depend on our ability

to increase market share in our existing product categories. If we do not succeed in developing innovative products for new and

existing categories, our growth and profitability could be adversely affected.

Our results may be negatively impacted if consumers do not maintain their favorable perception of our brands.

Maintaining and continually enhancing the value of our many iconic brands is critical to the success of our business. The value of our

brands is based in large part on the degree to which consumers react and respond positively to these brands. Brand value could

diminish significantly due to a number of factors, including consumer perception that we have acted in an irresponsible manner,

adverse publicity about our products, our failure to maintain the quality of our products, concerns or perceptions about the nutrition

profile and health effects of ingredients or substances (including the processing thereof) in our products or packaging, the failure of

our products to deliver consistently positive consumer experiences, concerns about food safety, or our products becoming unavailable

to consumers. Consumer demand for our products may also be impacted by changes in the level of advertising or promotional support.

The use of social and digital media by consumers, us, and third parties increases the speed and extent that information or

misinformation and opinions can be shared. Negative posts or comments about us, our brands, or our products on social or digital

media could seriously damage our brands and reputation. If we do not maintain the favorable perception of our brands, our business

results could be negatively impacted.

Operating Risks

If we are not efficient in our production, our profitability could suffer as a result of the highly competitive environment in

which we operate.

Our future success and earnings growth depend in part on our ability to be efficient in the production and manufacture of our products

in highly competitive markets. Gaining additional efficiencies may become more difficult over time. Our failure to reduce costs

through productivity gains or by eliminating redundant costs resulting from acquisitions or divestitures could adversely affect our

profitability and weaken our competitive position. Many productivity initiatives involve complex reorganization of manufacturing

facilities and production lines. Such manufacturing realignment may result in the interruption of production, which may negatively

impact product volume and margins. We periodically engage in restructuring, transformation, and cost savings initiatives designed to

increase our efficiency and reduce expenses. If we are unable to execute those initiatives as planned, we may not realize all or any of

the anticipated benefits, which could adversely affect our business and results of operations.

Disruption of our supply chain could adversely affect our business.

Our ability to make, move, and sell products is critical to our success. Damage or disruption to raw material supplies or our

manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, terrorism, cyber-attack, pandemics,

war, governmental restrictions or mandates, labor shortages, strikes, import/export restrictions, or other factors could impair our ability

to manufacture or sell our products. Many of our product lines are manufactured at a single location or sourced from a single supplier.

The failure of third parties on which we rely, including those third parties who supply our ingredients, packaging, capital equipment

and other necessary operating materials, contract manufacturers, commercial transport, distributors, contractors, and external business

partners, to meet their obligations to us, or significant disruptions in their ability to do so, may negatively impact our operations. Our

suppliers’ policies and practices can damage our reputation and the quality and safety of our products. Disputes with significant

suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers

and could materially and adversely affect our sales, financial condition, and results of operations. Failure to take adequate steps to

mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a

product is sourced from a single location or supplier, could adversely affect our business and results of operations, as well as require

additional resources to restore our supply chain.

Short term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain

our supply chain. Our failure to meet the demand for our products could adversely affect our business and results of operations.

Our international operations are subject to political and economic risks.

In fiscal 2026, 20 percent of our consolidated net sales were generated outside of the United States. We are accordingly subject to a

number of risks relating to doing business internationally, any of which could significantly harm our business. These risks include:

• political and economic instability;

• exchange controls and currency exchange rates;

• tariffs on products and ingredients that we import and export (including recent tariffs imposed or threatened to be imposed by

the United States on other countries and any retaliatory actions taken by such countries);

• political sentiment impacting global trade, including the willingness of consumers outside the United States to purchase from

United States corporations or to purchase products manufactured outside the country of sale;

• nationalization or government control of operations;

• compliance with anti-corruption regulations;

• foreign tax treaties and policies; and

• restriction on the transfer of funds to and from foreign countries, including potentially negative tax consequences.

Our financial performance on a U.S. dollar denominated basis is subject to fluctuations in currency exchange rates. These fluctuations

could cause material variations in our results of operations. Our principal exposures are to the Australian dollar, Brazilian real, British

pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, Mexican peso, and Swiss franc. From time to time, we enter

into agreements that are intended to reduce the effects of our exposure to currency fluctuations, but these agreements may not be

effective in significantly reducing our exposure.

A strengthening in the U.S. dollar relative to other currencies in the countries in which we operate would negatively affect our

reported results of operations and financial results due to currency translation losses and currency transaction losses.

Our business operations could be disrupted if our information technology systems fail to perform adequately or are breached.

Information technology serves an important role in the efficient and effective operation of our business. We rely on information

technology networks and systems, including the internet, to process, transmit, and store electronic information to manage a variety of

business processes and to comply with regulatory, legal, and tax requirements. Our information technology systems (which includes

artificial intelligence) and infrastructure are critical to effectively manage our key business processes including digital marketing,

order entry and fulfillment, supply chain management, finance, administration, and other business processes. These technologies

enable internal and external communication among our locations, employees, suppliers, customers, and others and include the receipt

and storage of personal information about our employees, consumers, and proprietary business information. Our information

technology systems, some of which are dependent on services provided by third parties, may be vulnerable to damage, interruption, or

shutdown due to any number of causes such as catastrophic events, natural disasters, fires, power outages, systems failures,

telecommunications failures, security breaches, computer viruses, hackers, employee error or malfeasance, and other causes. Increased

cyber-security threats pose a potential risk to the security and viability of our information technology systems, as well as the

confidentiality, integrity, and availability of the data stored on those systems. Emerging artificial intelligence-related threats may

increase the frequency and severity of these risks, and may also introduce new threats, both of which could be difficult to defend

against. The failure of our information technology systems to perform as we anticipate could disrupt our business and result in

transaction errors, processing inefficiencies, data loss, legal claims or proceedings, regulatory penalties, and the loss of sales and

customers. Any interruption of our information technology systems could have operational, reputational, legal, and financial impacts

that may have a material adverse effect on our business.

Our failure to successfully integrate acquisitions into our existing operations could adversely affect our financial results.

From time to time, we evaluate potential acquisitions or joint ventures that would further our strategic objectives. Our success

depends, in part, upon our ability to integrate acquired and existing operations. If we are unable to successfully integrate acquisitions,

our financial results could suffer. Additional potential risks associated with acquisitions include additional debt leverage, the loss of

key employees and customers of the acquired business, the assumption of unknown liabilities, the inherent risk associated with

entering a geographic area or line of business in which we have no or limited prior experience, failure to achieve anticipated synergies,

and the impairment of goodwill or other acquisition-related intangible assets.

Legal and Regulatory Risks

If our products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience

product liability claims if consumers or their pets are injured.

We may need to recall some of our products if they become adulterated, misbranded, or mislabeled. A widespread product recall could

result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of

product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product

recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in

our products, which could have an adverse effect on our business results and the value of our brands.

New regulations or regulatory-based claims could adversely affect our business.

Our facilities and products are subject to many laws and regulations administered by the United States Department of Agriculture, the

Food and Drug Administration, the Occupational Safety and Health Administration, and other federal, state, local, and foreign

governmental agencies relating to the production, packaging, labeling, storage, distribution, quality, and safety of food products and

the health and safety of our employees. Our failure to comply with such laws and regulations could subject us to lawsuits,

administrative penalties, and civil remedies, including fines, injunctions, and recalls of our products. We advertise our products and

could be the target of claims relating to alleged false or deceptive advertising under federal, state, and foreign laws and regulations.

We may also be subject to new laws or regulations restricting the marketing or sale of our products because of ingredients or

substances (including the processing thereof) in our products or product packaging. These limitations may require that we highlight

perceived concerns about a product or product packaging, warn consumers to avoid consumption of certain ingredients or substances

present in our products, restrict the audience to whom products are marketed or sold, limit the locations in which our products may be

available, or discontinue the use of certain ingredients or packaging. Changes in laws or regulations that impose additional regulatory

requirements on us could increase our cost of doing business, restrict our actions, and reduce consumption of our products, causing our

results of operations to be adversely affected.

We are subject to various federal, state, local, and foreign environmental laws and regulations. Our failure to comply with

environmental laws and regulations could subject us to lawsuits, administrative penalties, and civil remedies. We are currently party to

a variety of environmental remediation obligations. Due to regulatory complexities, uncertainties inherent in litigation, and the risk of

unidentified contaminants on current and former properties of ours, the potential exists for remediation, liability, indemnification, and

compliance costs to differ from our estimates. We cannot guarantee that our costs in relation to these matters, or compliance with

environmental laws in general, will not exceed our established liabilities or otherwise have an adverse effect on our business and

results of operations.

Climate change and other sustainability matters could adversely affect our business.

There is growing concern that carbon dioxide and other greenhouse gases in the earth’s atmosphere may have an adverse impact on

global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. If such climate change

has a negative effect on agricultural productivity, we may experience decreased availability and higher pricing for certain commodities

that are necessary for our products. Increased frequency or severity of extreme weather could also impair our production capabilities,

disrupt our supply chain, impact demand for our products, and increase our insurance and other operating costs. Increasing concern

over climate change or other sustainability issues also may adversely impact demand for our products due to changes in consumer

preferences or negative consumer reaction to our commitments and actions to address these issues. We may also become subject to

additional legal and regulatory requirements relating to climate change or other sustainability issues, including greenhouse gas

emission regulations (e.g., carbon taxes), energy policies, sustainability initiatives (e.g., single-use plastic limits), and disclosure

obligations. If additional legal and regulatory requirements are enacted and are more aggressive than the sustainability measures that

we are currently undertaking to reduce our emissions and improve our energy efficiency and other sustainability goals, or if we chose

to take actions to achieve more aggressive goals, we may experience significant increases in our costs of operations.

We have announced goals and commitments to reduce our carbon footprint. If we fail to achieve or improperly report on our progress

toward achieving our carbon emissions reduction goals and commitments, then the resulting negative publicity could harm our

reputation and adversely affect demand for our products.

Financial and Economic Risks

Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices may cause

volatility in our gross margins and net earnings.

We utilize derivatives to manage price risk for some of our principal ingredient and energy costs, including grains (oats, wheat, and

corn), oils (principally soybean), dairy products, natural gas, and diesel fuel. Changes in the values of these derivatives are recorded in

earnings, which may result in volatility in both gross margin and net earnings. These gains and losses are reported in cost of sales in

our Consolidated Statements of (Loss) Earnings and in unallocated corporate items outside our segment operating results until we

utilize the underlying input in our manufacturing process, at which time the gains and losses are reclassified to segment operating

profit. We also record our grain inventories at net realizable value. We may experience volatile earnings as a result of these accounting

treatments.

Economic downturns could limit consumer demand for our products.

The willingness of consumers to purchase our products depends in part on local economic conditions. In periods of economic

uncertainty, consumers may purchase more generic, private label, and other economy brands and may forego certain purchases

altogether. In those circumstances, we could experience a reduction in sales of higher margin products or a shift in our product mix to

lower margin offerings. In addition, as a result of economic conditions or competitive actions, we may be unable to raise our prices

sufficiently to protect margins. Consumers may also reduce the amount of food that they consume away from home at customers that

purchase products from our North America Foodservice segment. Any of these events could have an adverse effect on our results of

operations.

We have a substantial amount of indebtedness, which could limit financing and other options and in some cases adversely

affect our ability to pay dividends.

As of May 31, 2026, we had total debt and noncontrolling interests of $13.6 billion. The agreements under which we have issued

indebtedness do not prevent us from incurring additional unsecured indebtedness in the future. Our level of indebtedness may limit

our:

• ability to obtain additional financing for working capital, capital expenditures, or general corporate purposes, particularly if

the ratings assigned to our debt securities by rating organizations were revised downward; and

• flexibility to adjust to changing business and market conditions and may make us more vulnerable to a downturn in general

economic conditions.

There are various financial covenants and other restrictions in our debt instruments. If we fail to comply with any of these

requirements, the related indebtedness, and other unrelated indebtedness, could become due and payable prior to its stated maturity

and our ability to obtain additional or alternative financing may also be adversely affected.

Our ability to make scheduled payments on or to refinance our debt and other obligations will depend on our operating and financial

performance, which in turn is subject to prevailing economic conditions and to financial, business, and other factors beyond our

control.

We depend on stable, liquid and well-functioning capital and credit markets to fund our operations. Our financial performance, our

credit ratings, interest rates, the stability of financial institutions with which we partner, and the liquidity of the overall global capital

markets could affect our access to, and the availability, terms and conditions, and cost of capital.

Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit pension,

other postretirement benefit, and postemployment benefit costs.

We sponsor a number of defined benefit plans for employees in the United States, Canada, and various foreign locations, including

defined benefit pension, retiree health and welfare, severance, and other postemployment plans. Our major defined benefit pension

plans are funded with trust assets invested in a globally diversified portfolio of securities and other investments. Changes in interest

rates, mortality rates, health care costs, early retirement rates, investment returns, and the market value of plan assets can affect the

funded status of our defined benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the

plans. A significant increase in our obligations or future funding requirements could have a negative impact on our results of

operations and cash flows from operations.

A change in the assumptions regarding the future performance of our businesses or a different discount rate used to value our

reporting units or our indefinite-lived intangible assets could negatively affect our consolidated results of operations and net

worth.

As of May 31, 2026, we had $20.6 billion of goodwill and indefinite-lived intangible assets. Goodwill for each of our reporting units

is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. We

compare the carrying value of the reporting unit, including goodwill, to the fair value of the reporting unit. If the fair value of the

reporting unit is less than the carrying value of the reporting unit, including goodwill, impairment has occurred. Our estimates of fair

value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our

long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other

factors. If current expectations for growth rates for sales and profits are not met, or other market factors and macroeconomic

conditions were to change, then our reporting units could become significantly impaired. While we currently believe that our

remaining goodwill is not impaired, different assumptions regarding the future performance of our businesses could result in

significant impairment losses.

We evaluate the useful lives of our intangible assets, primarily intangible assets associated with the Blue Buffalo,

Pillsbury, Totino’s, Old El Paso, Tiki Pets, Progresso, Annie’s*,* Edgard & Cooper, and Häagen-Dazs brands, to determine if they are

finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future

effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, known technological

advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution

channels), the level of required maintenance expenditures, and the expected lives of other related groups of assets.

Our indefinite-lived intangible assets are also tested for impairment annually and whenever events or changes in circumstances

indicate that impairment may have occurred. Our estimate of the fair value of the brands is based on a discounted cash flow model

using inputs including projected revenues from our long-range plan, assumed royalty rates which could be payable if we did not own

the brands, and a discount rate. If current expectations for growth rates for sales and margins are not met, or other market factors and

macroeconomic conditions were to change, then our indefinite-lived intangible assets could become significantly impaired. Our Blue

Buffalo and Progresso brands had risk of decreasing coverage and we continue to monitor these businesses.

For further information on goodwill and intangible assets, please refer to Note 6 to the Consolidated Financial Statements in Item 8 of

this report.

None.

Cybersecurity Risk Management and Strategy

Our enterprise risk management framework considers cybersecurity risk alongside other company risks, as part of our overall risk

assessment process. We leverage an industry-leading framework, the National Institute of Standards and Technology Cybersecurity

Framework, and assess our maturity against that framework in partnership with an independent firm on an annual basis.

We assess and manage our cybersecurity risk using various mechanisms, starting with threat intelligence, which provides us a

necessary viewpoint to help us identify trends, understand how certain attacks may affect us, and prepare for evolutions in threat actor

behavior that may require changes to our security posture. To drive readiness, we perform periodic adversarial testing of our

cybersecurity posture through penetration testing, using both internal resources and external expertise, as well as table-top and “red

team” exercises to understand where processes or controls may be insufficient based on adversarial techniques.

Our internal audit team performs regular assessments of our program and selected components. We also leverage retrospectives from

previous cybersecurity incidents to understand weaknesses and to improve our security controls. We assess our critical suppliers

regularly for cybersecurity risk and prescribe remediation activities when necessary. As a part of a collaborative defense approach, we

regularly participate in multiple cybersecurity forums to share threat intelligence, best practices, and points of caution.

We train our employees through annual security training, phishing simulations, and regular communications about timely

cybersecurity topics and threats. We have a documented and well-tested cybersecurity incident response plan that guides us in

responding, containing, and eradicating cybersecurity threats that have breached our preventative controls. We regularly practice

technical recovery, and we maintain cybersecurity insurance.

Cybersecurity Governance

Our cybersecurity program is led by our Chief Digital, Technology and Transformation Officer (CDTTO) and Vice President of Cyber

Security & Enterprise Architecture and Digital Core. Our Vice President of Cyber Security & Enterprise Architecture, who reports to

our CDTTO, has a master’s degree in information assurance, and more than 21 years of experience working in this field, including

more than 14 years with General Mills. He has strategic and operational responsibility for all aspects of the Company’s cybersecurity

program, from how cyber risks are identified, governed, and mitigated, to how General Mills detects, responds, contains, and recovers

from cybersecurity threats.

The Audit Committee of our Board of Directors provides oversight for our cybersecurity program. The Audit Committee receives

regular updates from management on the effectiveness of our cybersecurity program, reviews plans on how management will

continually mature the program, and receives updates on special topics that help the committee provide effective oversight of the

program.

Our Security & Resilience Governance Committee provides oversight and governance for the Company’s cybersecurity risk through

quarterly meetings, monthly dashboard reporting on management-aligned program performance targets, and as-needed updates on

cybersecurity incidents. This committee is composed of our Chief Financial Officer, General Counsel, Chief Human Resources

Officer, Chief Supply Chain Officer, and CDTTO.

Like most companies, our systems are continually subjected to cybersecurity threats. Although we have not experienced a material

cybersecurity breach, we cannot guarantee that we will not experience a cyber threat or incident in the future. Additional information

on cybersecurity risks we face is included in Item 1A of this report, which should be read in conjunction with the information in this

Item 1C.

We own our principal executive offices and main research facilities, which are located in the Minneapolis, Minnesota metropolitan

area. We operate numerous manufacturing facilities and maintain many sales and administrative offices, warehouses, and distribution

centers around the world.

As of May 31, 2026, we operated 41 facilities for the production of a wide variety of food products. Of these facilities, 27 are located

in the United States, 3 in Latin America and Mexico, 5 in Europe/Australia, 4 in the Greater China region, 1 leased in Canada, and 1 in

the Asia/Middle East/Africa Region. The following is a list of the locations of our principal production facilities, which primarily

support the segment noted:

We operate numerous grain elevators in the United States in support of our domestic manufacturing activities. We also utilize

approximately 16 million square feet of warehouse and distribution space, nearly all of which is leased, that primarily supports our

North America Retail and North America Pet segments. We own and lease a number of dedicated sales and administrative offices

around the world, totaling approximately 2 million square feet. We have additional warehouse, distribution, and office space in our

plant locations.

As part of our Häagen-Dazs business in our International segment we operate 232 (all leased) and franchise 376 branded ice cream

parlors in various countries around the world, all outside of the United States and Canada.

We are the subject of various pending or threatened legal actions in the ordinary course of our business. All such matters are subject to

many uncertainties and outcomes that are not predictable with assurance. In our opinion, there were no claims or litigation pending as

of May 31, 2026, that were reasonably likely to have a material adverse effect on our consolidated financial position or results of

operations. See the information contained under the section entitled “Environmental Matters” in Item 1 of this report for a discussion

of environmental matters in which we are involved.

None.

PART II

Our common stock is listed on the New York Stock Exchange under the symbol “GIS.” On June 15, 2026, there were approximately

20,400 record holders of our common stock.

The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter

ended May 31, 2026:

(a) The total number of shares purchased includes shares of common stock withheld for the payment of withholding taxes upon the distribution of

deferred option units.

(b) Excludes commissions paid and other costs of execution, including excise taxes.

(c) On June 27, 2022, our Board of Directors approved a new authorization for the repurchase of up to 100,000,000 shares of our common stock and

terminated the prior authorization. Purchases can be made in the open market or in privately negotiated transactions, including the use of call

options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an

expiration date for the authorization.

EXECUTIVE OVERVIEW

We are a global packaged foods company. We develop distinctive value-added food products and market them under unique brand

names. We work continuously to improve our core products and to create new products that meet consumers’ evolving needs and

preferences. In addition, we build the equity of our brands over time with strong consumer-directed marketing, innovative new

products, and effective merchandising. We believe our brand-building approach is the key to winning and sustaining leading share

positions in markets around the globe.

Our fundamental financial goal is to generate competitively differentiated returns for our shareholders over the long term. We believe

achieving that goal requires us to generate a consistent balance of net sales growth, margin expansion, cash conversion, and cash

return to shareholders over time.

Our long-term growth objectives are to deliver the following performance on average over time:

• 2 to 3 percent annual growth in organic net sales;

• mid-single-digit annual growth in adjusted operating profit;

• mid- to high-single-digit annual growth in adjusted diluted earnings per share (EPS);

• free cash flow conversion of at least 95 percent of adjusted net earnings after tax; and

• cash return to shareholders of 80 to 90 percent of free cash flow, including an attractive dividend yield.

Guided by our purpose to make food the world loves, we are executing our Accelerate strategy to drive sustainable, profitable growth

and top-tier shareholder returns over the long term. The strategy focuses on four pillars to create competitive advantages and win:

boldly building brands, relentlessly innovating, unleashing our scale, and standing for good. We are prioritizing our core markets,

global platforms, and local gem brands that have the best prospects for profitable growth and we are committed to reshaping our

portfolio with strategic acquisitions and divestitures to further enhance our growth profile.

Our consolidated net sales for fiscal 2026 decreased 5 percent to $18.4 billion. On an organic basis, net sales decreased 2 percent

compared to year-ago levels. Operating profit of $886 million decreased 73 percent. Adjusted operating profit of $2.8 billion

decreased 16 percent on a constant-currency basis. Diluted loss per share decreased 104 percent to $(0.16). Adjusted diluted EPS of

$3.55 decreased 16 percent on a constant-currency basis (See the “Non-GAAP Measures” section below for a description of our use of

measures not defined by generally accepted accounting principles (GAAP)).

Net cash provided by operations totaled $2,166 million in fiscal 2026, with a conversion rate that was not meaningful as a percent of

net loss, including earnings attributable to noncontrolling interests. This cash generation supported capital investments totaling $540

million, and our resulting free cash flow was $1,626 million at a conversion rate of 85 percent of adjusted net earnings, including

earnings attributable to noncontrolling interests. We returned cash to shareholders through dividends totaling $1,315 million and net

share repurchases totaling $500 million (See the “Non-GAAP Measures” section below for a description of our use of measures not

defined by GAAP).

In fiscal 2026, while we made meaningful progress in strengthening the remarkability of our brands to position the business for long-

term sustainable growth, this progress came amid a more challenging category and competitive backdrop than we initially expected.

Weak consumer sentiment, heightened uncertainty, and significant volatility weighed on category growth and impacted consumer

purchase patterns, resulting in a slower pace and higher cost of volume recovery than we originally anticipated. We delivered mixed

performance against the three priorities we established at the beginning of the year:

On our priority of returning North America Retail to volume growth, we did not achieve our objective. Organic pound

volume in North America Retail declined 1 percent for the year, driven in part by Nielsen-measured pound volume in our

categories slowing by 1 point versus fiscal 2025. Even so, we grew household penetration and we delivered improved pound

competitiveness, with 65 percent of our U.S. categories holding or growing pound share.

On our priority of accelerating North America Pet growth, we partially achieved our objective. Our Nielsen-measured retail

sales growth improved by 1 point versus our fiscal 2025 trend. However, our organic net sales growth slowed by 3 points,

driven largely by changes in retailer inventory.

On our priority of driving efficiencies to reinvest in growth, we successfully achieved our objectives to generate Holistic

Margin Management (HMM) savings of 5 percent of cost of goods sold and deliver more than $100 million in additional

savings from our global transformation initiative and other efficiency efforts.

A detailed review of our fiscal 2026 performance compared to fiscal 2025 appears below in the section titled “Fiscal 2026

Consolidated Results of Operations.” A detailed review of our fiscal 2025 performance compared to our fiscal 2024 performance is set

forth in Part II, Item 7 of our Form 10-K for the fiscal year ended May 25, 2025, under the caption “Management’s Discussion and

Analysis of Financial Condition and Results of Operations – Fiscal 2025 Results of Consolidated Operations,” which is incorporated

herein by reference.

In an effort to help address input cost inflation, fund growth investments, and deliver accelerated profit and cash flow growth, we

expect to generate $3 billion in cumulative cost savings in the four years through fiscal 2030. Roughly $2 billion of this target is

expected to be generated through our ongoing HMM productivity program, equating to annual savings of approximately 4 percent of

cost of goods sold. The remaining $1 billion is expected to be generated by our global transformation initiative and other cost

efficiency efforts, including redesigning the supply chain network, further streamlining business processes, and driving improvement

across other elements of its cost base. These efforts will create a more agile and efficient structure that is better fit for future growth.

In fiscal 2027, we plan to continue advancing our Accelerate strategy and improving the remarkability of our brands. Our key

priorities are to strengthen our organic net sales growth, accelerate our enterprise transformation efforts, and drive disciplined capital

allocation and returns. Amid a continued challenging macroeconomic backdrop for consumers, we expect category growth to be

consistent with recent trends and below our long-term growth projections. With our price investments completed in fiscal 2026, our

plans in fiscal 2027 are focused on delivering product innovation and renovation news centered on the benefits that matter most to

today’s consumers, including better-for-you benefits like protein and fiber, bold flavors, and fun and indulgence, all of which should

help support stronger topline growth. We expect to generate at least $750 million in total savings toward the $3 billion target from

HMM, our global transformation initiative, and other cost savings actions, which will help offset our forecast for 4 to 5 percent input

cost inflation as well as our investments in brand remarkability. In addition to these factors, we expect headwinds of approximately 9

points on operating profit and 11 points on EPS in fiscal 2027 from lapping the 53rd week in fiscal 2026, normalizing corporate

incentive expense, and the impact of fiscal 2026 divestitures.

Based on these assumptions, our key full-year fiscal 2027 targets are summarized below:

• Organic net sales are expected to range between down 1.5 percent and up 0.5 percent.

• Adjusted operating profit is expected to be down 8 to 13 percent in constant-currency from the base of $2.8 billion reported in

fiscal 2026.

• Adjusted diluted EPS is expected to be between $3.00 and $3.20 per share, including an immaterial impact from foreign

currency exchange.

• Free cash flow conversion is expected to be approximately 95 percent of adjusted after-tax earnings.

See the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP.

Certain terms used throughout this report are defined in a glossary in Item 8 of this report.

FISCAL 2026 CONSOLIDATED RESULTS OF OPERATIONS

Fiscal 2026 had 53 weeks compared to 52 weeks in fiscal 2025.

In fiscal 2026, net sales decreased 5 percent compared to fiscal 2025, including the net impact of the divestitures of our North

American yogurt businesses (Divestitures) and the acquisition of Whitebridge Pet Brands (Acquisition). Organic net sales decreased 2

percent compared to fiscal 2025. Operating profit of $886 million decreased 73 percent compared to fiscal 2025, primarily driven by

impairments of goodwill and other brand intangible assets, a valuation loss related to our held for sale business in Brazil, higher input

costs, and a decrease in contributions from volume growth, partially offset by a divestiture gain related to the sale of our United States

yogurt business and favorable net price realization and mix. Operating profit margin of 4.8 percent decreased 1,220 basis points.

Adjusted operating profit of $2,812 million decreased 16 percent on a constant-currency basis, including the net impact of the

Divestitures and Acquisition, primarily driven by higher input costs and a decrease in contributions from volume growth, partially

offset by favorable net price realization and mix and lower selling, general & administrative (SG&A) expenses. Adjusted operating

profit margin decreased 190 basis points to 15.3 percent. Diluted loss per share of $(0.16) decreased 104 percent compared to diluted

earnings per share in fiscal 2025. Adjusted diluted earnings per share of $3.55 decreased 16 percent on a constant-currency basis (see

the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

A summary of our consolidated financial results for fiscal 2026 follows:

(a)See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.

Consolidated net sales were as follows:

Note: Table may not foot due to rounding.

(a) Measured in tons based on the stated weight of our product shipments.

Net sales in fiscal 2026 decreased 5 percent compared to fiscal 2025, driven by a decrease in contributions from volume growth,

partially offset by favorable net price realization and mix and favorable foreign currency exchange impacts, and includes the net

impact of the Divestitures and Acquisition.

Components of organic net sales growth are shown in the following table:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

Organic net sales in fiscal 2026 decreased 2 percent compared to fiscal 2025, driven by a decrease in contributions from organic

volume growth and unfavorable organic net price realization and mix.

Cost of sales decreased $525 million in fiscal 2026 to $12,229 million. The decrease was primarily driven by a $1,009 million

decrease due to lower volume, partially offset by a $506 million increase attributable to product rate and mix. We recorded a $48

million net decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories in fiscal

2026, compared to a net decrease of $16 million in fiscal 2025 (please refer to Note 8 to the Consolidated Financial Statements in Item

8 of this report for additional information). We also recorded $19 million of restructuring charges in fiscal 2026 compared to $9

million of restructuring charges in cost of sales in fiscal 2025 (please refer to Note 4 to the Consolidated Financial Statements in Item

8 of this report for additional information).

Gross margin decreased 8 percent in fiscal 2026 compared to fiscal 2025. Gross margin as a percent of net sales of 33.6 percent

decreased 100 basis points compared to fiscal 2025.

SG&A expenses decreased $57 million to $3,388 million in fiscal 2026 compared to fiscal 2025, primarily driven by lower other

administrative costs, including the net impact of the Divestitures and Acquisition, partially offset by increased media and advertising

expenses. SG&A expenses as a percent of net sales in fiscal 2026 increased 70 basis points compared to fiscal 2025.

Divestitures gain, net totaled $1,049 million in fiscal 2026 primarily related to the sale of our United States yogurt business. In fiscal

2025, we recorded a $96 million divestiture gain related to the sale of our Canada yogurt business (please refer to Note 3 to the

Consolidated Financial Statements in Item 8 of this report).

Restructuring, transformation, impairment, and other exit costs totaled $2,971 million in fiscal 2026 compared to $78 million in

fiscal 2025. In fiscal 2026, we recorded a $1,500 million non-cash goodwill impairment charge related to our North America Pet

reporting unit and $303 million of non-cash impairment charges related to our Nudges, Uncle Toby’s, and True Chews brand

intangible assets (please refer to Note 6 to the Consolidated Financial Statements in Item 8 of this report for additional information).

We recorded a $1,032 million non-cash pre-tax valuation loss related to the planned divestiture of our Brazil business (please refer to

Note 3 to the Consolidated Financial Statements in Item 8 of this report for additional information). Additionally, we recorded $95

million of restructuring charges related to the multi-year organizational initiative to increase the competitiveness of our supply chain

and $60 million of restructuring and transformation charges related to actions previously announced. In fiscal 2025, we approved a

multi-year global transformation initiative to drive increased productivity by enhancing end-to-end business processes, enabled by

targeted organizational actions, and as a result, we recorded $70 million of charges in fiscal 2025. Please refer to Note 4 to the

Consolidated Financial Statements in Item 8 of this report for additional information.

Benefit plan non-service income totaled $58 million in fiscal 2026 compared to $54 million in fiscal 2025, primarily reflecting lower

interest costs, partially offset by lower expected return on plan assets (please refer to Note 14 to the Consolidated Financial Statements

in Item 8 of this report for additional information).

Interest, net for fiscal 2026 totaled $539 million, $14 million higher than fiscal 2025, primarily driven by a 53rd week of interest

expense.

Our effective tax rate for fiscal 2026 was 102.2 percent compared to 20.2 percent in fiscal 2025. The 82.0 percentage point increase

was primarily driven by a non-deductible goodwill impairment charge and unfavorable earnings mix by jurisdiction in fiscal 2026,

partially offset by certain nonrecurring tax benefits in fiscal 2026. Our adjusted effective tax rate was 21.1 percent in fiscal 2026

compared to 20.6 percent in fiscal 2025 (see the “Non-GAAP Measures” section below for a description of our use of measures not

defined by GAAP). The 0.5 percentage point increase was primarily due to unfavorable earnings mix by jurisdiction in fiscal 2026,

partially offset by certain nonrecurring tax benefits in fiscal 2026.

The impacts of the One Big Beautiful Bill Act (OBBBA) are reflected in our results for the fiscal year ended May 31, 2026, and there

was no material impact to our income tax expense. As of the fiscal year ended May 31, 2026, certain provisions of the OBBBA have

impacted the timing of cash tax payments (please refer to Note 15 to the Consolidated Financial Statements in Item 8 of this report for

additional information).

After-tax (loss) earnings from joint ventures was a $76 million after-tax loss in fiscal 2026 compared to $58 million of after-tax

earnings in fiscal 2025. The change primarily reflected our $85 million pre-tax share of a non-cash goodwill impairment charge related

to CPW, driven by downward revisions of future sales and profitability estimates in the Australian market, as well as our share of

losses on the sale of certain assets, also related to CPW. On a constant-currency basis, after-tax loss from joint ventures decreased 231

percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP). The

components of our joint ventures’ net sales growth are shown in the following table:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

Net earnings attributable to noncontrolling interests decreased to $2 million in fiscal 2026 compared to $24 million in fiscal 2025.

Average diluted shares outstanding decreased by 20 million in fiscal 2026 from fiscal 2025 primarily due to share repurchases.

RESULTS OF SEGMENT OPERATIONS

Our businesses are organized into four operating segments: North America Retail, International, North America Pet, and North

America Foodservice.

The following tables provide the dollar amount and percentage of net sales and operating profit from each segment for fiscal 2026 and

fiscal 2025:

Net sales of $26 million in fiscal 2026 and $10 million in fiscal 2025 related to businesses managed by our Strategic Growth Office

are included within corporate and other net sales, which is reported separately from segment net sales.

Segment operating profit as reviewed by our executive management excludes unallocated corporate items, net gain or loss on

divestitures, and restructuring, transformation, impairment, and other exit costs that are centrally managed.

NORTH AMERICA RETAIL SEGMENT

Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership

stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery providers. Our product

categories in this business segment include ready-to-eat cereals, soup, meal kits, refrigerated and frozen dough products, dessert and

baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks, savory snacks, and a wide variety of organic products including

ready-to-eat cereal, frozen vegetables, meal kits, fruit snacks and snack bars.

North America Retail net sales were as follows:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Retail net sales decreased 11 percent in fiscal 2026 compared to fiscal 2025, driven by a decrease in contributions from

volume growth, partially offset by favorable net price realization and mix, both of which include the impact from the Divestitures.

The components of North America Retail organic net sales growth are shown in the following table:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada yogurt business in the third quarter of fiscal

2025. Please refer to Note 3 to the Consolidated Financial Statements in Part II, Item 8 of this report.

North America Retail organic net sales decreased 3 percent in fiscal 2026 compared to fiscal 2025, driven by unfavorable organic net

price realization and mix and a decrease in contributions from organic volume growth.

Net sales for our North America Retail operating units are shown in the following table:

(a)Upon completion of the United States yogurt business divestiture in fiscal 2026, the former U.S. Morning Foods and Canada operating units

were combined into a new Big G Cereal & Canada operating unit. Please refer to Note 17 to the Consolidated Financial Statements in Part II,

Item 8 of this report.

Segment operating profit decreased 20 percent to $2,189 million in fiscal 2026, including the impact of the Divestitures, compared to

$2,730 million in fiscal 2025, primarily driven by a decrease in contributions from volume growth and higher input costs, partially

offset by favorable net price realization and mix and lower SG&A expenses. Segment operating profit decreased 20 percent on a

constant-currency basis in fiscal 2026 compared to fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this

measure not defined by GAAP).

INTERNATIONAL SEGMENT

Our International operating segment consists of retail and foodservice businesses outside of the United States and Canada. Our product

categories include super-premium ice cream and frozen desserts, meal kits, salty snacks, snack bars, dessert and baking mixes, shelf-

stable vegetables, and pet food products. We also sell super-premium ice cream and frozen desserts directly to consumers through

owned retail shops. Our International segment also includes products manufactured in the United States for export, mainly to

Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from

export activities are reported in the region or country where the end customer is located.

International net sales were as follows:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

International net sales increased 9 percent in fiscal 2026 compared to fiscal 2025, driven by favorable foreign currency exchange

impacts, an increase in contributions from volume growth, and favorable net price realization and mix.

The components of International organic net sales growth are shown in the following table:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

International organic net sales increased 3 percent in fiscal 2026 compared to fiscal 2025, driven by an increase in contributions from

organic volume growth and favorable organic net price realization and mix.

Segment operating profit increased 96 percent to $189 million in fiscal 2026 compared to $96 million in 2025, primarily driven by

favorable net price realization and mix and an increase in contributions from volume growth, partially offset by higher input costs and

higher SG&A expenses, including increased media and advertising expenses. Segment operating profit increased 90 percent on a

constant-currency basis in fiscal 2026 compared to fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this

measure not defined by GAAP).

NORTH AMERICA PET SEGMENT

Our North America Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet

superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and

hospitals. Our product categories include dog and cat food (dry foods, wet foods, fresh foods, and treats) made with whole meats,

fruits, and vegetables and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle,

and life-stage needs and span different product types, diet types, breed sizes for dogs, life stages, flavors, product functions, and

textures and cuts for wet and fresh foods.

North America Pet net sales were as follows:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Pet net sales increased 6 percent in fiscal 2026 compared to fiscal 2025, driven by favorable net price realization and

mix, which includes the impact of the Acquisition.

The components of North America Pet organic net sales growth are shown in the following table:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Acquisition of Whitebridge Pet Brands business in the third quarter of fiscal 2025. Please refer to Note 3 to the Consolidated Financial

Statements in Part II, Item 8 of this report.

North America Pet organic net sales decreased 3 percent in fiscal 2026 compared to fiscal 2025, driven by a decrease in contributions

from organic volume growth, partially offset by favorable organic net price realization and mix.

North America Pet operating profit was essentially flat at $499 million in fiscal 2026, including the impact of the Acquisition,

compared to $501 million in fiscal 2025. Segment operating profit was essentially flat on a constant-currency basis in fiscal 2026

compared to fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

NORTH AMERICA FOODSERVICE SEGMENT

Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major product

categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, frozen meals, unbaked and fully

baked frozen dough products, baking mixes, and bakery flour. Many products we sell are branded to the consumer and nearly all are

branded to our customers. We sell to distributors and operators in many customer channels including foodservice, vending, and

supermarket bakeries.

North America Foodservice net sales were as follows:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Foodservice net sales decreased 6 percent in fiscal 2026 compared to fiscal 2025, driven by a decrease in contributions

from volume growth and unfavorable net price realization and mix, both of which include the impact from the Divestitures.

The components of North America Foodservice organic net sales growth are shown in the following table:

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada yogurt business in the third quarter of fiscal

2025. Please refer to Note 3 to the Consolidated Financial Statements in Part II, Item 8 of this report.

North America Foodservice organic net sales decreased 1 percent in fiscal 2026 compared to fiscal 2025, driven by a decrease in

contributions from organic volume growth, partially offset by favorable organic net price realization and mix.

Segment operating profit decreased 6 percent to $333 million in fiscal 2026, including the impact from the Divestitures, compared to

$355 million in fiscal 2025, primarily driven by a decrease in contributions from volume growth and higher input costs, partially offset

by favorable net price realization and mix. Segment operating profit decreased 6 percent on a constant-currency basis in fiscal 2026

compared to fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

UNALLOCATED CORPORATE ITEMS

Unallocated corporate items include corporate overhead expenses, variances to planned domestic employee benefits and incentives,

certain charitable contributions, restructuring initiative project-related costs, gains and losses on corporate investments, results from

certain businesses managed by our Strategic Growth Office, and other items that are not part of our measurement of segment operating

performance. These include gains and losses arising from the revaluation of certain grain inventories and gains and losses from mark-

to-market valuation of certain commodity positions until passed back to our operating segments. These items affecting operating profit

are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by executive

management. Under our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially

integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and

amortization expenses are neither maintained nor available by operating segment.

Unallocated corporate expense totaled $402 million in fiscal 2026, compared to $396 million last year. In fiscal 2026, certain

compensation and benefits expenses increased compared to fiscal 2025, including the impact of the 53rd week. We recorded $19

million of restructuring charges in cost of sales in fiscal 2026, compared to $9 million of charges in cost of sales in fiscal 2025.

Additionally, we recorded a $48 million net decrease in expense related to the mark-to-market valuation of certain commodity

positions and grain inventories in fiscal 2026, compared to a $16 million net decrease last year. In fiscal 2026, we also recorded $31

million of transaction costs, primarily related to the Divestitures and the definitive agreement to sell our Brazil business, compared to

$49 million of transaction costs related to the Divestitures and the Acquisition last year.

IMPACT OF INFLATION

We experienced broad-based global input cost inflation of 4 percent in fiscal 2026 and 4 percent in fiscal 2025. We expect

approximately 4 percent to 5 percent input cost inflation in fiscal 2027. We attempt to minimize the effects of inflation through HMM,

Strategic Revenue Management (SRM), planning, and operating practices. Our market risk management practices are discussed in

LIQUIDITY AND CAPITAL RESOURCES

The primary source of our liquidity is cash flow from operations. Over the most recent two-year period, our operations have generated

$5 billion in cash. A substantial portion of this operating cash flow has been returned to shareholders through dividends and share

repurchases. We also use cash from operations to fund our capital expenditures, acquisitions, and debt service. We typically use a

combination of cash, notes payable, and long-term debt, and occasionally issue shares of common stock, to finance significant

acquisitions.

As of May 31, 2026, we had $446 million of cash and cash equivalents in foreign jurisdictions. In anticipation of repatriating funds

from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. We may repatriate

our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S. income tax liability.

Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.

Cash Flows from Operations

During fiscal 2026, cash provided by operations was $2,166 million compared to $2,918 million in the same period last year. The

$752 million decrease was primarily due to a $671 million change in current assets and current liabilities. The $671 million change in

current assets and current liabilities was primarily driven by a $273 million change in timing of accounts payable, a $228 million

change in prepaid expenses and other current assets, primarily related to timing of receipts for certain non-customer related

receivables, and a $198 million change in other current liabilities, primarily related to changes in interest payment timing and changes

in income taxes payable.

We strive to grow core working capital at or below the rate of growth in our net sales. For fiscal 2026, core working capital net

liability decreased 46 percent, compared to a net sales decrease of 5 percent. The core working capital net liability decreased $138

million from $303 million in fiscal 2025 to $165 million in fiscal 2026. The $138 million net liability decrease was primarily due to a

decrease in accounts payable, partially offset by a decrease in accounts receivable in fiscal 2026.

Cash Flows from Investing Activities

In fiscal 2026, cash provided by investing activities was $1,258 million compared to cash used by investing activities of $1,795

million in fiscal 2025. We invested $540 million in land, buildings, and equipment in fiscal 2026, a decrease of $85 million from fiscal

During fiscal 2026, we completed the sale of our United States yogurt business for $1,798 million cash. We also received an additional

$6 million of cash related to a sale price adjustment related to the sale of our Canada yogurt business in fiscal 2026. In fiscal 2025, we

completed the sale of our Canada yogurt business for $242 million cash. We also acquired Whitebridge Pet Brands for $1,412 million

cash, net of cash acquired in fiscal 2025.

We expect capital expenditures to be approximately 3 percent of reported net sales in fiscal 2027. These expenditures will fund

initiatives that are expected to fuel growth, support innovative products, and continue HMM initiatives throughout the supply chain.

Cash Flows from Financing Activities

Financing activities used $3,315 million of cash in fiscal 2026 compared to $1,180 million in fiscal 2025. We had $1,426 million of

net debt payments in fiscal 2026 compared to $1,722 million of net debt issuances in fiscal 2025. For more information on our debt

issuances and payments, please refer to Note 9 to the Consolidated Financial Statements in Item 8 of this report.

During fiscal 2026, we received $1 million of net proceeds from common stock issued on exercised options compared to $43 million

in fiscal 2025.

During fiscal 2026, we repurchased 10 million shares of our common stock for $500 million. During fiscal 2025, we repurchased 19

million shares of our common stock for $1,203 million.

Dividends paid in fiscal 2026 totaled $1,315 million, or $2.44 per share. Dividends paid in fiscal 2025 totaled $1,339 million, or $2.40

per share.

During fiscal 2025, we purchased the outstanding Class A limited membership interests in General Mills Cereals, LLC (GMC Class A

Interests) from the third-party holder for $253 million. For more information, please refer to Note 10 to the Consolidated Financial

Statements in Item 8 of this report.

Selected Cash Flows from Joint Ventures

Selected cash flows from our joint ventures are set forth in the following table:

The following table details the credit facilities and lines of credit we had available as of May 31, 2026:

To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States

and Europe.

Certain of our long-term debt agreements and our credit facilities contain restrictive covenants. We are in compliance with all of these

covenants.

We have $1,054 million of long-term debt maturing in the next 12 months that is classified as current, including €500 million of

floating-rate senior notes due October 22, 2026 and €400.0 million of 1.5 percent fixed-rate senior notes due April 27, 2027. We

believe that cash flows from operations, together with available short- and long-term debt financing, will be adequate to meet our

liquidity and capital needs for at least the next 12 months.

As of May 31, 2026, our total debt, including the impact of derivative instruments designated as hedges, was 83 percent in fixed-rate

and 17 percent in floating-rate instruments, compared to 74 percent in fixed-rate and 26 percent in floating-rate instruments on

May 25, 2025.

CRITICAL ACCOUNTING ESTIMATES

For a complete description of our significant accounting policies, refer to Note 2 to the Consolidated Financial Statements in Item 8 of

this report. Our critical accounting estimates are those that have a meaningful impact on the reporting of our financial condition and

results of operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets,

income taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans.

Revenue Recognition

Our revenues are reported net of variable consideration and consideration payable to our customers, including trade promotion,

consumer coupon redemption, and other reductions to the transaction price, including estimated allowances for returns, unsalable

product, and prompt pay discounts. Trade promotions are recorded using significant judgment of estimated participation and

performance levels for offered programs at the time of sale. Differences between the estimated and actual reduction to the transaction

price are recognized as a change in estimate in a subsequent period. Our accrued trade and coupon promotion liabilities were $493

million as of May 31, 2026, and $470 million as of May 25, 2025. Because these amounts are significant, if our estimates are

inaccurate we would have to make adjustments in subsequent periods that could have a significant effect on our results of operations.

Valuation of Long-Lived Assets

We estimate the useful lives of long-lived assets and make estimates concerning undiscounted cash flows to review for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable.

Fair value is measured using discounted cash flows or independent appraisals, as appropriate.

Intangible Assets

Goodwill and other indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually and

whenever events or changes in circumstances indicate that impairment may have occurred. Our estimates of fair value for goodwill

impairment testing are determined based on a discounted cash flow model. We use inputs from our long-range planning process to

determine growth rates for sales and profits. We also make estimates of discount rates, perpetuity growth assumptions, market

comparables, and other factors. Additionally, we are required to reconcile the aggregate fair value of our reporting units, adjusted for

debt and other corporate-level items, to our total market capitalization plus a reasonable control premium as of the test date to assess

the discount rates and certain other assumptions utilized in our tests in determining the reasonableness of the fair values of our

intangible assets.

We evaluate the useful lives of our other intangible assets, mainly brands, to determine if they are finite or indefinite-lived. Reaching a

determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand,

competition, other economic factors (such as the stability of the industry, known technological advances, legislative action that results

in an uncertain or changing regulatory environment, and expected changes in distribution channels), the level of required maintenance

expenditures, and the expected lives of other related groups of assets. Intangible assets that are deemed to have finite lives are

amortized on a straight-line basis over their useful lives, generally ranging from 4 to 30 years. Our estimate of the fair value of our

brand assets is based on a discounted cash flow model using inputs which include projected revenues from our long-range plan,

assumed royalty rates that could be payable if we did not own the brands, and a discount rate.

As of May 31, 2026, we had $21 billion of goodwill and indefinite-lived intangible assets. While we currently believe that the fair

value of each intangible exceeds its carrying value, and that those intangibles will contribute indefinitely to our cash flows, materially

different assumptions regarding future performance of our businesses or a different discount rate could result in material impairment

losses and amortization expense. We performed our fiscal 2026 assessment of our intangible assets as of the first day of the second

quarter of fiscal 2026. As a result of lower future sales and profitability projections for the business supporting our Uncle Toby’s brand

intangible asset, we determined that the fair value of the brand intangible asset no longer exceeded its carrying value and recorded a

$53 million non-cash impairment charge.

In addition, we identified a triggering event due to a sustained decline in market capitalization and stock price in the fourth quarter of

fiscal 2026 reflecting heightened macroeconomic uncertainty and lower market multiples in our industry, which caused a related

increase in our discount rates and required an interim impairment assessment. We performed the interim impairment assessment of our

goodwill and other intangible assets as of May 31, 2026, and determined that the fair values of our North America Pet reporting unit

and our Nudges and True Chews brand intangible assets no longer exceeded the carrying values of the respective assets, primarily

driven by an increase in the discount rates. As a result, we recorded $1,750 million of non-cash impairment charges, of which $1,500

million related to the North America Pet reporting unit goodwill and $250 million related to the brand intangible assets, all of which

are included within our North America Pet segment. The $1,500 million goodwill impairment charge is not deductible for tax

purposes.

We recorded impairment charges in restructuring, transformation, impairment, and other exit costs in our Consolidated Statements of

(Loss) Earnings. Our estimates of the fair values were determined based on a discounted cash flow model using inputs which included

our long-range cash flow projections for the businesses, royalty rates, discount rates, and tax rates. These fair values are Level 3 assets

in the fair value hierarchy.

In addition, while having significant coverage as of our May 31, 2026, assessment date, the Blue Buffalo brand intangible asset had

risk of decreasing coverage due to the increase in our discount rates. The Progresso brand intangible asset also had risk of decreasing

coverage. We will continue to monitor applicable businesses for potential impairment. All other reporting unit and intangible asset fair

values were substantially in excess of the carrying values.

Income Taxes

We apply a more-likely-than-not threshold to the recognition and derecognition of uncertain tax positions. Accordingly, we recognize

the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. Future changes in

judgment related to the expected ultimate resolution of uncertain tax positions will affect earnings in the period of such change. For

more information on income taxes, refer to Note 15 to the Consolidated Financial Statements in Item 8 of this report.

Defined Benefit Pension, Other Postretirement Benefit, and Postemployment Benefit Plans

We have defined benefit pension plans covering many employees in the United States, Canada, Switzerland, and the United Kingdom.

We also sponsor plans that provide health care benefits to many of our retirees in the United States, Canada, and Brazil. Under certain

circumstances, we also provide accruable benefits, primarily severance and gratuity, to former and inactive employees in the United

States, Canada, Mexico, and other foreign jurisdictions. Refer to Note 14 to the Consolidated Financial Statements in Item 8 of this

report for a description of our defined benefit pension, other postretirement benefit, and postemployment benefit plans.

We recognize benefits provided during retirement or following employment over the plan participants’ active working lives.

Accordingly, we make various assumptions to predict and measure costs and obligations many years prior to the settlement of our

obligations. Assumptions that require significant management judgment and have a material impact on the measurement of our net

periodic benefit expense or income and accumulated benefit obligations include the long-term rates of return on plan assets, the

interest rates used to discount the obligations for our benefit plans, and health care cost trend rates.

Expected Rate of Return on Plan Assets

Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our

estimate of future long-term returns by asset class (using input from our actuaries, investment services, and investment managers), and

long-term inflation assumptions. We review this assumption annually for each plan; however, our annual investment performance for

one particular year does not, by itself, significantly influence our evaluation.

Our historical investment returns (compound annual growth rates) for our United States defined benefit pension and other

postretirement benefit plan assets were 8.0 percent in the 1-year period ended May 31, 2026, and returns of (0.4) percent, 5.0 percent,

5.9 percent, and 5.8 percent for the 5, 10, 15, and 20-year periods ended May 31, 2026.

On a weighted-average basis, the expected rate of return for all defined benefit plans and other postretirement plans was 7.52 percent

and 7.35 percent for fiscal 2026, 7.63 percent and 7.79 percent for fiscal 2025, and 7.13 percent and 7.34 percent for fiscal 2024. For

fiscal 2027, we decreased our weighted-average expected rate of return on plan assets due to an increase in bond asset allocation

policy for our principal defined benefit pension and other postretirement plans in the United States to 7.40 percent and 7.10 percent,

respectively.

Lowering the expected long-term rate of return on assets by 100 basis points would increase our net pension and postretirement

expense by $57 million for fiscal 2027. A market-related valuation basis is used to reduce year-to-year expense volatility. The market-

related valuation recognizes certain investment gains or losses over a five-year period from the year in which they occur. Investment

gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and

the actual return based on the market-related value of assets. Our outside actuaries perform these calculations as part of our

determination of annual expense or income.

Discount Rates

We estimate the service and interest cost components of the net periodic benefit expense for our United States and most of our

international defined benefit pension, other postretirement benefit, and postemployment benefit plans utilizing a full yield curve

approach by applying the specific spot rates along the yield curve used to determine the benefit obligation to the relevant projected

cash flows. Our discount rate assumptions are determined annually as of May 31 for our defined benefit pension, other postretirement

benefit, and postemployment benefit plan obligations. We work with our outside actuaries to determine the timing and amount of

expected future cash outflows to plan participants and, using the Aa Above Median corporate bond yield, to develop a forward interest

rate curve, including a margin to that index based on our credit risk. This forward interest rate curve is applied to our expected future

cash outflows to determine our discount rate assumptions.

Our weighted-average discount rates were as follows:

Lowering the discount rates by 100 basis points would increase our net defined benefit pension, other postretirement benefit, and

postemployment benefit plan expense for fiscal 2027 by approximately $26 million. All obligation-related experience gains and losses

are amortized using a straight-line method over the average remaining service period of active plan participants or over the average

remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all” inactive participants.

Health Care Cost Trend Rates

We review our health care cost trend rates annually. Our review is based on data we collect about our health care claims experience

and information provided by our actuaries. This information includes recent plan experience, plan design, overall industry experience

and projections, and assumptions used by other similar organizations. Our initial health care cost trend rate is adjusted as necessary to

remain consistent with this review, recent experiences, and short-term expectations. Our initial health care cost trend rate assumption

is 7.7 percent for retirees age 65 and over and 7.7 percent for retirees under age 65 at the end of fiscal 2026. Rates are graded down

annually until the ultimate trend rate of 4.5 percent is reached in 2034 for all retirees. The trend rates are applicable for calculations

only if the retirees’ benefits increase as a result of health care inflation. The ultimate trend rate is adjusted annually, as necessary, to

approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Assumed trend

rates for health care costs have an important effect on the amounts reported for the other postretirement benefit plans.

Any arising health care claims cost-related experience gain or loss is recognized in the calculation of expected future claims. Once

recognized, experience gains and losses are amortized using a straight-line method over the average remaining service period of active

plan participants or over the average remaining lifetime of the remaining plan participants if the plan is viewed as “all or almost all”

inactive participants.

Financial Statement Impact

In fiscal 2026, we recorded an immaterial amount of net defined benefit pension, other postretirement benefit, and postemployment

benefit plan income, compared to $9 million of expense in fiscal 2025 and $11 million of income in fiscal 2024. As of May 31, 2026,

we had cumulative unrecognized actuarial net losses of $2 billion on our defined benefit pension plans and cumulative unrecognized

actuarial net gains of $213 million on our postretirement and postemployment benefit plans. These net unrecognized actuarial losses

will result in increases in our future net pension and postretirement benefit expenses because they currently exceed the corridors

defined by GAAP.

Actual future net defined benefit pension, other postretirement benefit, and postemployment benefit plan income or expense will

depend on investment performance, changes in future discount rates, changes in health care cost trend rates, and other factors related

to the populations participating in these plans.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06,

amending the accounting for costs related to internal-use software. The ASU removes reference to software development project

stages. Additionally, the ASU requires capitalization of software costs to begin when management has authorized and committed to

funding the software and it is probable that the project will be completed and the software will be used to perform the function

intended. The requirements of the new standard are effective for annual periods beginning after December 15, 2027, and interim

periods within those annual periods, which for us is the first quarter of fiscal 2029. Early adoption is permitted and the amendments

may be applied on a prospective, retrospective, or modified basis. We are in the process of analyzing the impact on our results of

operations and financial position.

In November 2024, the FASB issued ASU 2024-03 requiring additional income statement disclosures. The ASU requires the

disaggregation of specific categories of expenses underlying the line items presented on the income statement. Additionally, the ASU

requires enhanced disclosure of selling expenses. The requirements of the ASU are effective for annual periods beginning after

December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. For us, annual reporting requirements

will be effective for fiscal 2028 and interim reporting requirements will be effective beginning with our first quarter of fiscal 2029.

Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. We

are in the process of analyzing the impact of the ASU on our related disclosures.

NON-GAAP MEASURES

We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures

provide useful information to investors and include these measures in other communications to investors.

For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP

measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP measure provides useful

information to investors, and any additional material purposes for which our management or Board of Directors uses the non-GAAP

measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Significant Items Impacting Comparability

Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring

events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.

The following are descriptions of significant items impacting comparability of our results.

Goodwill and other intangible assets impairments

Non-cash goodwill and other intangible assets impairment charges related to our North America Pet reporting unit goodwill and our

Nudges, Uncle Toby’s, and True Chews brand intangible assets in fiscal 2026. Please refer to Note 6 to the Consolidated Financial

Statements in Item 8 of this report.

Divestitures gain, net

Net divestitures gain primarily related to the sale of our United States yogurt business in fiscal 2026 and Canada yogurt business in

fiscal 2025. Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.

Valuation loss on held for sale business

Non-cash valuation loss related to the planned divestiture of our Brazil business recorded in fiscal 2026. Please refer to Note 3 to the

Consolidated Financial Statements in Item 8 of this report.

CPW asset impairments and losses

CPW non-cash goodwill impairment charge related to the Australian market, and other asset impairment charges and losses related to

the sale of certain assets recorded in fiscal 2026. CPW impairment charges related to certain long-lived assets recorded in fiscal 2025.

Restructuring and transformation charges

Restructuring and transformation charges related to supply chain actions and previously announced actions recorded in fiscal 2026.

Restructuring and transformation charges related to global transformation actions and previously announced restructuring actions

recorded in fiscal 2025. Please refer to Note 4 to the Consolidated Financial Statements in Item 8 of this report.

Mark-to-market effects

Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please refer to Note 8 to the

Consolidated Financial Statements in Item 8 of this report.

Transaction costs

Fiscal 2026 transaction costs primarily related to the sale of our United States yogurt business and the definitive agreement to sell our

Brazil business. Fiscal 2025 transaction costs related to the sale of our North American yogurt businesses and the Whitebridge Pet

Brands acquisition . Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this report.

Acquisition integration costs

Integration costs related to the Whitebridge Pet Brands acquisition in fiscal 2025 and the acquisition of a pet food business in Europe

in fiscal 2024 recorded in fiscal 2026 and fiscal 2025. Please refer to Note 3 to the Consolidated Financial Statements in Item 8 of this

report.

Investment activity, net

Valuation adjustments of certain corporate investments in fiscal 2026 and fiscal 2025.

Capital appreciation paid on GMC Class A Interests

Capital account appreciation attributable and paid to the third-party holder of GMC Class A Interests in fiscal 2025. Please refer to

Note 10 to the Consolidated Financial Statements in Item 8 of this report.

Project-related costs

Restructuring initiative project-related costs related to previously announced restructuring actions recorded in fiscal 2025.

Organic Net Sales Growth Rates

We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to

our Board of Directors and executive management and as a component of the measurement of our performance for incentive

compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide

transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations, as

well as acquisitions, divestitures, and a 53rd week, when applicable, have on year-to-year comparability. A reconciliation of these

measures to reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and

Results of Segment Operations discussions in the MD&A above.

Adjusted Operating Profit and Related Constant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our

performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is

the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. Additionally, the

measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on

year-to-year comparability given the volatility in foreign currency exchange rates.

Our adjusted operating profit growth on a constant-currency basis is calculated as follows:

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

Adjusted Diluted EPS and Related Constant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful

information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year

basis.

The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rate follows:

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

(a)During fiscal 2026, we reported a net loss attributable to General Mills. Inclusion of dilutive shares would result in a lower loss per share and

was therefore excluded from the calculation of diluted EPS. The inclusion of dilutive shares does not have a significant impact on adjusted

diluted EPS and the reconciling items.

See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of

each item affecting comparability.

Free Cash Flow Conversion Rate

We believe this measure provides useful information to investors because it is important for assessing our efficiency in converting

earnings to cash and returning cash to shareholders. The calculation of free cash flow conversion rate and net cash provided by

operating activities conversion rate, its equivalent GAAP measure, follows:

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of

each item affecting comparability.

Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)

We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a

comparable year-to-year basis.

Our adjusted operating profit margins are calculated as follows:

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

Adjusted Effective Income Tax Rates

We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a

comparable year-to-year basis.

Adjusted effective income tax rates are calculated as follows:

Note: Table may not foot due to rounding.

(a)Earnings before income taxes and after-tax (loss) earnings from joint ventures.

(b)During fiscal 2026, we reported a net loss attributable to General Mills. Inclusion of dilutive shares would result in a lower loss per share and

was therefore excluded from the calculation of diluted EPS. The inclusion of dilutive shares does not have a significant impact on adjusted

diluted EPS and the reconciling items.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

Constant-currency After-Tax (Loss) Earnings from Joint Ventures Growth Rate

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of

our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given

volatility in foreign currency exchange markets.

After-tax earnings from joint ventures growth rate on a constant-currency basis are calculated as follows:

Constant-currency Segment Operating Profit Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of

our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given

volatility in foreign currency exchange markets.

Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:

Forward-Looking Financial Measures

Our fiscal 2027 outlook for organic net sales growth, constant-currency adjusted operating profit and adjusted diluted EPS, and free

cash flow conversion are non-GAAP financial measures that exclude, or have otherwise been adjusted for, items impacting

comparability, including the effect of foreign currency exchange rate fluctuations, restructuring and transformation charges,

transaction and acquisition integration costs, acquisitions, divestitures, mark-to-market effects, and a 53rd week from the prior year.

We are not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking

GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the

actual impact of changes in foreign currency exchange rates and commodity prices or the timing or impact of acquisitions,

divestitures, and restructuring and transformation actions throughout fiscal 2027. The unavailable information could have a significant

impact on our fiscal 2027 GAAP financial results.

For fiscal 2027, we currently expect: the net impact from foreign currency exchange rates (based on a blend of forward and forecasted

rates and hedge positions), divestitures completed prior to fiscal 2027 and those expected to close in fiscal 2027, and a 53rd week from

the prior year to decrease net sales growth by approximately 2 percent; foreign currency exchange rates to have an immaterial impact

on adjusted operating profit and adjusted diluted EPS growth; and restructuring and transformation charges and transaction and

acquisition integration costs related to actions previously announced to total approximately $80 million to $85 million.

ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk stemming from changes in interest and foreign exchange rates and commodity and equity prices.

Changes in these factors could cause fluctuations in our earnings and cash flows. In the normal course of business, we actively manage

our exposure to these market risks by entering into various hedging transactions, authorized under established policies that place

controls on these activities. The counterparties in these transactions are generally highly rated institutions. We establish credit limits

for each counterparty. Our hedging transactions include but are not limited to a variety of derivative financial instruments. For

information on interest rate, foreign exchange, commodity price, and equity instrument risk, please refer to Note 8 to the Consolidated

Financial Statements in Item 8 of this report.

VALUE AT RISK

The estimates in the table below are intended to measure the maximum potential fair value we could lose in one day from adverse

changes in market interest rates, foreign exchange rates, commodity prices, and equity prices under normal market conditions. A

Monte Carlo value-at-risk (VAR) methodology was used to quantify the market risk for our exposures. The models assumed normal

market conditions and used a 95 percent confidence level.

The VAR calculation used historical interest and foreign exchange rates, and commodity and equity prices from the past year to

estimate the potential volatility and correlation of these rates in the future. The market data were drawn from the RiskMetrics™ data

set. The calculations are not intended to represent actual losses in fair value that we expect to incur. Further, since the hedging

instrument (the derivative) inversely correlates with the underlying exposure, we would expect that any loss or gain in the fair value of

our derivatives would be generally offset by an increase or decrease in the fair value of the underlying exposure. The positions

included in the calculations were: debt; investments; interest rate swaps; foreign exchange forwards; commodity swaps, futures, and

options; and equity instruments. The calculations do not include the underlying foreign exchange and commodities or equity-related

positions that are offset by these market-risk-sensitive instruments.

The table below presents the estimated maximum potential VAR arising from a one-day loss in fair value for our interest rate, foreign

currency, commodity, and equity market-risk-sensitive instruments outstanding as of May 31, 2026.

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE

HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking

statements, including statements contained in our filings with the SEC and in our reports to shareholders.

The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar

expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such

statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and

those currently anticipated or projected. We wish to caution you not to place undue reliance on any such forward-looking statements.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important

factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any

current opinions or statements.

Our future results could be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading

partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for

our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our

competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital;

product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing

actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in

the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the

carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets;

changes in accounting standards and the impact of critical accounting estimates; product quality and safety issues, including recalls

and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional

programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related

issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers;

fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation;

effectiveness of restructuring, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage

price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan

liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations

and tariffs; and political unrest in foreign markets and economic uncertainty due to terrorism or war.

You should also consider the risk factors that we identify in Item 1A of this report, which could also affect our future results.

We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those

statements or to reflect the occurrence of anticipated or unanticipated events.

REPORT OF MANAGEMENT RESPONSIBILITIES

The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements. The

statements have been prepared in accordance with accounting principles that are generally accepted in the United States, using

management’s best estimates and judgments where appropriate. The financial information throughout this Annual Report on Form 10-

K is consistent with our consolidated financial statements.

Management has established a system of internal controls that provides reasonable assurance that assets are adequately safeguarded

and transactions are recorded accurately in all material respects, in accordance with management’s authorization. We maintain a

strong audit program that independently evaluates the adequacy and effectiveness of internal controls. Our internal controls provide

for appropriate separation of duties and responsibilities, and there are documented policies regarding use of our assets and proper

financial reporting. These formally stated and regularly communicated policies demand highly ethical conduct from all employees.

The Audit Committee of the Board of Directors meets regularly with management, internal auditors, and our independent registered

public accounting firm to review internal control, auditing, and financial reporting matters. The independent registered public

accounting firm, internal auditors, and employees have full and free access to the Audit Committee at any time.

The Audit Committee reviewed and approved the Company’s annual financial statements. The Audit Committee recommended, and

the Board of Directors approved, that the consolidated financial statements be included in the Annual Report. The Audit Committee

also appointed KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2027.

July 1, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

General Mills, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries (the Company) as of May 31,

2026, and May 25, 2025, the related consolidated statements of (loss) earnings, comprehensive (loss) income, total equity, and cash

flows for each of the fiscal years in the three-year period ended May 31, 2026, and the related notes and financial statement schedule

II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting

as of May 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of

the Company as of May 31, 2026, and May 25, 2025, and the results of its operations and its cash flows for each of the fiscal years in

the three-year period ended May 31, 2026, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the

Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2026, based on criteria

established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over

financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the

accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the

Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our

audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to

error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the

consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included

performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable

basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect

on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements

that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are

material to the consolidated financial statements and (2) involv

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None.

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial

Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule

13a-15(e) under the 1934 Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that,

as of May 31, 2026, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in

reports that we file or submit under the 1934 Act is (1) recorded, processed, summarized, and reported within the time periods

specified in applicable rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive

Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the 1934 Act) during our

fiscal quarter ended May 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of General Mills, Inc. is responsible for establishing and maintaining adequate internal control over financial

reporting, as such term is defined in Rule 13a-15(f) under the 1934 Act. The Company’s internal control system was designed to

provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of

published financial statements. Under the supervision and with the participation of management, including our Chief Executive

Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as

of May 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of

the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).

Based on our assessment using the criteria set forth by COSO in Internal Control – Integrated Framework (2013), management

concluded that our internal control over financial reporting was effective as of May 31, 2026.

KPMG LLP, our independent registered public accounting firm, has issued a report on the effectiveness of the Company’s internal

control over financial reporting.

July 1, 2026

Our independent registered public accounting firm’s attestation report on our internal control over financial reporting is included in the

“Report of Independent Registered Public Accounting Firm” in Item 8 of this report.

During the fiscal quarter ended May 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Not applicable.

PART III

The information contained in the sections entitled “Proposal Number 1 - Election of Directors,” “Shareholder Director Nominations,”

and “Delinquent Section 16(a) Reports” contained in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders is

incorporated herein by reference. The information regarding our insider trading policy set forth in the section entitled “Key Policies –

Supplemental Information” contained in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders is incorporated

herein by reference.

Information regarding our executive officers is set forth in Item 1 of this report.

The information regarding our Audit Committee, including the members of the Audit Committee and audit committee financial

experts, set forth in the section entitled “Board Committees and Their Functions” contained in our definitive Proxy Statement for our

2026 Annual Meeting of Shareholders is incorporated herein by reference.

We have adopted a Code of Conduct applicable to all employees, including our principal executive officer, principal financial officer,

and principal accounting officer. A copy of the Code of Conduct is available on our website at https://www.generalmills.com. We

intend to post on our website any amendments to our Code of Conduct and any waivers from our Code of Conduct for principal

officers.

The information contained in the sections entitled “Executive Compensation,” “Director Compensation,” and “Overseeing Risk

Management” in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders is incorporated herein by reference.

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 2026 Annual Meeting of Shareholders is incorporated herein by

reference.

Equity Compensation Plan Information

The following table provides certain information as of May 31, 2026, with respect to our equity compensation plans:

(a)Only includes the weighted-average exercise price of outstanding options, which have a weighted-average term of 4.4 years.

(b)Includes 13,331,527 stock options, 3,284,114 restricted stock units, 418,289 performance share units (assuming pay out for target

performance), and 1,970,398 restricted stock units that have vested and been deferred.

(c)Includes 70,928 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 25,872,524 shares available for grant at May 31, 2026.

The information set forth in the section entitled “Board Independence and Related Person Transactions” contained in our definitive

Proxy Statement for our 2026 Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive Proxy

Statement for our 2026 Annual Meeting of Shareholders is incorporated herein by reference.

PART IV

**1.**Financial Statements:

The following financial statements are included in Item 8 of this report:

Consolidated Statements of (Loss) Earnings for the fiscal years ended May 31, 2026, May 25, 2025, and May 26, 2024.

Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended May 31, 2026, May 25, 2025, and

May 26, 2024.

Consolidated Balance Sheets as of May 31, 2026, and May 25, 2025.

Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2026, May 25, 2025, and May 26, 2024.

Consolidated Statements of Total Equity for the fiscal years ended May 31, 2026, May 25, 2025, and May 26, 2024.

Notes to Consolidated Financial Statements.

Report of Management Responsibilities.

Report of Independent Registered Public Accounting Firm. PCAOB ID: 185.

**2.**Financial Statement Schedule:

For the fiscal years ended May 31, 2026, May 25, 2025, and May 26, 2024:

II – Valuation and Qualifying Accounts

Exhibits:

*Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form

10-K.

+Confidential information has been omitted from the exhibit and filed separately with the SEC pursuant to Rule 24b-2 of the

Securities Exchange Act of 1934.

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of our long-term debt are

not filed and, in lieu thereof, we agree to furnish copies to the SEC upon request.

Not Applicable.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

GENERAL MILLS, INC.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on

behalf of the registrant and in the capacities and on the dates indicated.

(a)Includes a $1.1 million adjustment to reclassify a portion of the allowance for doubtful accounts as held for sale as of May

31, 2026. Please refer to Note 6 to the Consolidated Financial Statements in Item 8 of this report for additional information.