Cover and table of contents

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Cover and table of contents

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)

Delaware41-0274440
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota55426
(Address of principal executive offices)(Zip Code)

(763) 764-7600

(Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.10 par valueGISNew York Stock Exchange
1.500% Notes due 2027GIS 27New York Stock Exchange
3.907% Notes due 2029GIS 29New York Stock Exchange
3.650% Notes due 2030GIS 30ANew York Stock Exchange
3.600% Notes due 2032GIS 32New York Stock Exchange
3.850% Notes due 2034GIS 34New York Stock Exchange
4.750% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056GIS 56New York Stock Exchange
5.250% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056GIS 56ANew York Stock Exchange

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.

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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

Page
Part I
Item 1Business4
Item 1ARisk Factors8
Item 1BUnresolved Staff Comments13
Item 1CCybersecurity13
Item 2Properties14
Item 3Legal Proceedings14
Item 4Mine Safety Disclosures15
Part II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities15
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 7AQuantitative and Qualitative Disclosures About Market Risk37
Item 8Financial Statements and Supplementary Data40
Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure91
Item 9AControls and Procedures91
Item 9BOther Information92
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspection92
Part III
Item 10Directors, Executive Officers and Corporate Governance92
Item 11Executive Compensation92
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters92
Item 13Certain Relationships and Related Transactions, and Director Independence93
Item 14Principal Accountant Fees and Services93
Part IV
Item 15Exhibits and Financial Statement Schedules93
Item 16Form 10-K Summary96
Signatures97

PART I

Next: Item 1. Business