General Mills (GIS) 10-K risk factor changes: FY2026 vs FY2025

[removed: risks][added: Operating Risks]

[removed: Business] [added: Business] and Industry [removed: Risks][added: Risks]

[removed: which][added: which we operate.]

[added: If we] are [added: unable to]

[removed: operations] [added: operations] could be adversely [added: affected.]

[removed: these][added: These technologies]

[removed: products.][added: products.]

products [added: or ingredients.]

[added: through] brick-and-mortar [added: stores and e-commerce.]

promotional [added: programs.]

[removed: changes,][added: Changes in interest]

[added: margins] and profitability.

[added: Our] market share [added: and]

[added: results of operations to be] adversely affected.

[removed: Our] [added: to increase] market share [added: in our existing product categories.]

[added: If we] are unable [added: to successfully integrate acquisitions,]

[removed: We] [added: We] may be unable to maintain our profit [added: margins in the face of a consolidating retail environment.]

For more [added: information on significant]

[removed: information] [added: We rely] on [added: information]

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

[removed: profitability.][added: profitability.]

[added: agricultural] and energy [added: policies and regulations.]

[removed: Concerns] [added: Concerns] with the safety and quality of our products could cause consumers [added: to avoid certain products or ingredients.]

[removed: buying] our products or cause production and delivery disruptions.

[added: Our] success

[removed: from] [added: From] time [added: to time, we enter]

[added: misinformation] and [added: opinions] can [added: be shared.]

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

[added: by adding innovative new products in faster] growing and more profitable categories.

[added: Our future] results will also depend [added: on our ability]

[removed: on] [added: affect] our ability [added: to pay dividends.]

existing categories, our growth and profitability could be adversely [added: affected.]

[removed: Our] [added: Our] results may be negatively impacted if consumers do not maintain [added: their favorable perception of our brands.]

[removed: enhancing the] [added: The] value [added: of our]

[removed: The] [added: If the fair] value [added: of the]

[removed: products,] [added: We advertise] our [added: products and]

[removed: Consumer] [added: Similarly,] demand for our products [added: could be affected by consumer concerns]

[added: Consumer demand for our products] may also be impacted by changes in the level [added: of advertising or promotional support.]

[added: Our success depends in] part on our ability to [added: grow our]

[removed: production] [added: facilities] and [removed: manufacture of][added: production lines.]

Any of the risks described below could materially, adversely affect our

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

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

All of our principal competitors have substantial financial, marketing, and other

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.

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

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

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.

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

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

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.

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.

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

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

Commodity prices have become, and may continue to be, more volatile.

price changes may result in unexpected increases in raw material, packaging, energy, and transportation costs.

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

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.

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

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

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

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

Our

business

is

subject

to

various

and

uncertainties.

Any

of

the

described

below

could

materially,

adversely

affect

categories

in

we

participate

very

competitive,

if

not

able

compete

effectively,

results

affected.

human

pet

food

competitive.

Our principal

competitors

manufacturers,

as

well

retailers

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

[removed: EXECUTIVE OVERVIEW][added: EXECUTIVE OVERVIEW]

[added: We are a] global packaged [added: foods company.]

[removed: our][added: Our key]

[removed: net][added: | Net Sales | | | | | |]

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

[added: -] 2 to 3 percent annual growth in organic net sales;

[added: -] mid-single-digit annual growth in adjusted operating profit;

[added: -] mid- to high-single-digit annual growth in adjusted diluted earnings per share [added: (EPS);]

[added: -] free cash flow conversion of at least 95 percent of adjusted net earnings [added: after tax; and]

[added: -] cash return to shareholders of 80 to 90 percent of free cash flow, [added: including an attractive dividend yield.]

portfolio with strategic acquisitions and divestitures to further enhance [added: our growth profile.]

[removed: 2025][added: fiscal 2025:]

[removed: organic][added: Organic pound]

Adjusted operating profit [added: of $2.8 billion]

[added: decreased 16 percent on a] constant-currency basis.

[removed: Diluted] [added: Adjusted diluted] EPS [removed: declined][added: of]

[added: Segment operating profit] decreased [removed: 7] [added: 20] percent [added: on a]

defined [added: by GAAP).]

[added: measures not defined by] generally accepted accounting principles (GAAP)).

[added: In] fiscal [removed: 2025][added: 2025, we approved a]

earnings attributable [added: to noncontrolling interests.]

[removed: 2025,][added: | | 2026 | | | 2025 | |]

[added: We] expect

[removed: delivered mixed] performance against the three priorities we established [added: at the beginning of the year:]

[removed: of accelerating organic] [added: Organic] net sales [added: decreased 2]

[added: On an organic basis,] net sales [removed: declining] [added: decreased] 2 percent

[removed: organic] [added: | Organic] net [added: sales growth | (1) | pt |]

[removed: value (see] [added: (a)See] the [removed: ‘Non-GAAP] [added: “Non-GAAP] Measures” section below for our use of [added: measures not defined by GAAP.]

[removed: this] measure not defined by GAAP).

[removed: acquisitions] [added: | Divestitures] and [removed: divestitures][added: acquisition | (6) | pts |]

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

[removed: use of this] measure not defined by GAAP).

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

[removed: year][added: | | Fiscal Year | | | | |]

[removed: In fiscal 2026, we][added: | | Fiscal 2026 | | Fiscal 2026 vs. Fiscal 2025 | | Fiscal 2025 |]

[removed: return North America Retail][added: NORTH AMERICA RETAIL SEGMENT]

[added: Revenues] from

[added: Our] product

[removed: inflation,][added: IMPACT OF INFLATION]

We develop distinctive value-added food products and market them under unique brand

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

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

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

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

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

Our consolidated net sales for fiscal 2026 decreased 5 percent to $18.4 billion.

Diluted loss per share decreased 104 percent to $(0.16).

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

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

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

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

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

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

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

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

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

We

are

foods company.

develop

distinctive

value-added

food

products

and

market

them under

unique

brand

work

continuously

to

improve

core

create

new

that

meet

consumers’

evolving

needs

In

addition,

build

the

equity

of

brands

over

time

with

strong

consumer-directed

marketing,

innovative

products,

[removed: DISCLOSURES ABOUT MARKET RISK][added: ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk]

[removed: market][added: The market-]

[removed: risk][added: VALUE AT RISK]

[added: Future] changes [added: in]

and [added: Europe.]

[removed: rates][added: Discount Rates]

[added: A reconciliation of] these

cash [added: flows.]

[removed: under][added: Under certain]

[added: for] each counterparty.

[removed: please][added: Please refer to]

[added: in the] fair value [added: hierarchy.]

[removed: for] [added: For more information on] our [added: debt]

[added: The] models assumed [added: normal]

[removed: year][added: | | Fiscal Year | | |]

[added: Our] estimate [added: of] the [added: fair value of our]

[added: instrument (the derivative) inversely correlates with the underlying exposure, we would] expect that any loss or gain in the fair [added: value of]

[added: The] positions

options; and [added: equity instruments.]

[added: Our estimates of] fair value for [added: goodwill]

[added: currency, commodity,] and equity market-risk-sensitive instruments outstanding as of May [removed: 25,][added: 31, 2026.]

[removed: Fiscal 2025][added: In fiscal 2025, we]

[added: |] Foreign currency instruments [added: | 46 | | 48 | | 51 | | Decrease in rate volatility |]

[added: |] Commodity instruments [added: | 4 | | 3 | | 3 | | Immaterial |]

[added: |] Equity instruments [added: | 2 | | 3 | | 3 | | Immaterial |]

[added: CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION] FOR THE PURPOSE OF [removed: “SAFE][added: “SAFE]

[removed: HARBOR”] [added: HARBOR”] PROVISIONS OF THE PRIVATE [added: SECURITIES LITIGATION REFORM ACT OF 1995]

[removed: forward-looking][added: Forward-Looking Financial Measures]

statements, including statements contained in our filings with the [added: SEC and in our reports to shareholders.]

results [removed: to][added: of operations.]

[added: We wish to] caution you not to place undue reliance on any such forward-looking statements.

[removed: intangible assets,][added: Intangible Assets]

[removed: \-lived assets, or][added: Valuation of Long-Lived Assets]

[added: Goodwill and] other intangible [removed: assets;][added: assets impairments]

[removed: transformation,] [added: Restructuring] and [added: transformation charges]

and [added: tariffs; and] political unrest in foreign markets and economic uncertainty [added: due to terrorism or war.]

[added: You] should also consider the risk factors that we identify in Item 1A of this report, which could also [added: affect our future results.]

[added: We undertake] no obligation to publicly revise any forward-looking [added: statements to reflect events or circumstances after the date of those]

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

| | | | |

| --- | --- | --- | --- |

| In Millions | 2026 | | 2025 |

| Net (loss) earnings, including earnings attributable to noncontrolling interests | $(85.3) | | $2,318.9 |

| Depreciation and amortization | 555.2 | | 539.0 |

| After-tax loss (earnings) from joint ventures | 76.5 | | (57.6) |

| Distributions of earnings from joint ventures | 39.0 | | 44.6 |

| Stock-based compensation | 79.4 | | 91.7 |

| Deferred income taxes | 203.2 | | (120.9) |

| Pension and other postretirement benefit plan contributions | (31.7) | | (30.8) |

| Pension and other postretirement benefit plan costs | (23.7) | | (12.7) |

| Divestitures gain, net | (1,049.4) | | (95.9) |

| Restructuring, transformation, impairment, and other exit costs | 2,897.7 | | 74.3 |

| Changes in current assets and liabilities, excluding the effects of acquisitions and divestitures | (478.3) | | 192.4 |

| Other, net | (16.4) | | (24.8) |

| Net cash provided by operating activities | $2,166.2 | | $2,918.2 |

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

$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.

AND QUALITATIVE

We

are

exposed

to

stemming

from

in

interest

foreign

exchange

commodity

equity

prices.

factors

could

cause

fluctuations

our

earnings

flows.

the

normal

course

of

business,

actively

manage

exposure

these market

risks

by entering

into various

hedging

transactions,

authorized

established

policies

that

place controls

[removed: COMPANY OVERVIEW][added: COMPANY OVERVIEW]

[added: We are a leading] global manufacturer and [added: marketer of branded]

[added: In addition to] our consolidated operations, [added: we have]

[removed: countries] worldwide.

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

[removed: Management’s][added: management strategies.]

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

Our business is focused on the following large, global [added: categories:]

[added: -] snacks, including grain, fruit and savory snacks, nutrition bars, and [added: frozen hot snacks;]

[added: -] ready-to-eat cereal;

[added: -] convenient meals, including meal kits, ethnic meals, pizza, soup, side dish mixes, [added: frozen breakfast, and frozen entrees;]

[added: -] wholesome natural pet food;

[added: -] refrigerated and frozen dough;

[added: -] baking mixes and ingredients; [added: and]

[added: -] super-premium ice cream.

[removed: America,] [added: America Pet;] and [added: North America Foodservice.]

[removed: “General Mills,”][added: Prior to joining General Mills, she]

the Consolidated Financial Statements in Item 8 of this report unless the context [added: indicates otherwise.]

Certain terms used throughout this report are defined in a glossary in Item 8 of [added: this report.]

[removed: Customers][added: Customers]

arrangements for certain products and to serve certain types [added: of customers and certain markets.]

For further information [added: on our customer]

[added: No other customer] accounted for [removed: 22] [added: 10] percent [added: or more] of our consolidated [added: net sales.]

[added: of our] North America [added: Retail segment.]

[removed: No] other [added: countries.]

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

[removed: Competition][added: Competition]

throughout the [added: world.]

Our principal [added: competitors in these categories]

[added: Competitors market] and sell their products [added: through brick-and-]

mortar stores [added: and e-commerce.]

[added: an efficient] supply chain, and [added: price.]

Internationally, [added: we]

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

[removed: Raw] [added: Raw] materials, ingredients, and [removed: packaging][added: packaging]

[removed: of] needed [added: inputs.]

[added: of] operations.

[removed: that] allow a targeted [added: profit margin.]

[removed: access][added: WEBSITE ACCESS]

[added: knowledge of, various commodity] markets, principally wheat and oats.

For 160 years, General Mills has been making food the world loves.

consumer foods with more than 100 brands in 100 countries across six continents.

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

See Management’s Discussion and Analysis of Financial Condition and Results of

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

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

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

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,

We generally sell to these customers through our direct sales force.

We use broker and distribution

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

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

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

The categories in which we participate also are very competitive.

are manufacturers, as well as retailers with their own branded products.

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

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,

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.

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

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

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

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

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

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

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

For more than

150 years, General

Mills has been

making food the

world loves.

We

are a leading

marketer of

branded consumer

foods with more

than 100 brands

in 100 countries

across six continents.

In addition to

have

percent

interests

in

two

strategic

joint

ventures

that

manufacture

and

market

food

products

sold

approximately

business under four operating segments: North America Retail; International;

North

America

Pet;

Foodservice.

See

Discussion

Analysis

of

Financial

[added: We are the] subject of various pending or threatened legal [added: actions in the ordinary course of our business.]

All such [added: matters are subject to]

[added: many uncertainties and] outcomes that are not [added: predictable with assurance.]

[added: In our opinion, there were no] claims or litigation pending [added: as]

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

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

We are the

actions in the ordinary course of our business.

matters are subject to

many uncertainties and

predictable with assurance.

In our opinion,

there were no

as

of

May

25,

2025,

that

were

reasonably

likely

to

have

material

adverse

effect

on

our

consolidated

financial

position

or

results

See

the information

contained under

the section entitled

“Environmental Matters”

in Item 1

of this report

for a discussion

ITEM 4 - Mine Safety Disclosures

None.

PART

II

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM][added: FORM 10-K]

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

THE FISCAL YEAR ENDED [added: MAY 31, 2026]

[removed: TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT][added: Securities registered pursuant to Section 12(b) of the Act:]

Commission file number: [added: 001-01185]

[removed: GENERAL] [added: GENERAL] MILLS, [removed: INC.][added: INC.]

[added: |] Delaware [added: | 41-0274440 |]

[added: |] (State or other jurisdiction of [added: | (I.R.S. Employer |]

[added: |] incorporation or organization) [added: | Identification No.) |]

[added: |] Number One General Mills Boulevard [added: | |]

[added: |] (Address of principal executive offices) [added: | (Zip Code) |]

[added: (763)] 764-7600

(Registrant’s telephone number, [added: including area code)]

[removed: Securities] [added: Securities] registered pursuant to Section [removed: 12(b)][added: 12(g) of the Act: None]

[added: |] Common Stock, $.10 par value [added: | | GIS | | New York Stock Exchange |]

[added: | 1.500% Notes due 2027 | | GIS 27 | |] New York Stock Exchange [added: |]

[added: |] 3.907% Notes due 2029 [added: | | GIS 29 | | New York Stock Exchange |]

[added: |] 3.650% Notes due 2030 [added: | | GIS 30A | | New York Stock Exchange |]

[added: |] 3.600% Notes due 2032 [added: | | GIS 32 | | New York Stock Exchange |]

[added: |] 3.850% Notes due 2034 [added: | | GIS 34 | | New York Stock Exchange |]

Indicate by check mark if the registrant is a well-known seasoned [added: issuer, as defined in Rule 405 of the Securities Act.]

Yes [added: ☑ No ☐]

Indicate by check mark if the registrant is not required to file reports pursuant [added: to Section 13 or Section 15(d) of the Act.]

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

[removed: Large] [added: See the definitions of “large] accelerated [removed: filer][added: filer,” “accelerated filer,” “smaller]

[added: | Large accelerated filer | ☑ | Accelerated filer | ☐ |] Non-accelerated filer [added: | ☐ | Smaller reporting company | ☐ |]

[added: |] Emerging growth company [added: | ☐ | | | | | | |]

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

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

registrant included in the filing reflect the correction of an error to previously [added: issued financial statements.]

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

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

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

second fiscal quarter): [removed: $][added: $25,787 million.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED [added: BY REFERENCE]

[added: Portions of the registrant’s Proxy] Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference [added: into Part III.]

[removed: Page][added: | | | Page |]

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

| | |

| --- | --- |

| | |

| Minneapolis, Minnesota | 55426 |

| | |

| | | | | |

| --- | --- | --- | --- | --- |

| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |

| 4.750% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 | | GIS 56 | | New York Stock Exchange |

| 5.250% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 | | GIS 56A | | New York Stock Exchange |

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),

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

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.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

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

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

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

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

treasury).

| | | |

| --- | --- | --- |

| Item 1 | [Business](#ia5c02a19376d41648895dff5f21be7ab_10) | [4](#ia5c02a19376d41648895dff5f21be7ab_10) |

| Item 1B | [Unresolved Staff Comments](#ia5c02a19376d41648895dff5f21be7ab_16) | [13](#ia5c02a19376d41648895dff5f21be7ab_16) |

| Item 1C | [Cybersecurity](#ia5c02a19376d41648895dff5f21be7ab_19) | [13](#ia5c02a19376d41648895dff5f21be7ab_19) |

| Item 2 | [Properties](#ia5c02a19376d41648895dff5f21be7ab_22) | [14](#ia5c02a19376d41648895dff5f21be7ab_22) |

| Item 3 | [Legal Proceedings](#ia5c02a19376d41648895dff5f21be7ab_25) | [14](#ia5c02a19376d41648895dff5f21be7ab_25) |

| Item 4 | [Mine Safety Disclosures](#ia5c02a19376d41648895dff5f21be7ab_28) | [15](#ia5c02a19376d41648895dff5f21be7ab_28) |

| Part II | | |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of](#ia5c02a19376d41648895dff5f21be7ab_31) [Equity Securities](#ia5c02a19376d41648895dff5f21be7ab_31) | [15](#ia5c02a19376d41648895dff5f21be7ab_31) |

10-K

ANNUAL REPORT PURSUANT

FOR

MAY 25, 2025

TRANSITION REPORT PURSUANT

OF 1934

001-01185

41-0274440

(I.R.S. Employer

Identification No.)

Minneapolis

Minnesota

55426

(Zip Code)

(763)

including area code)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

GIS

0.125% Notes due 2025

GIS25A

0.450% Notes due 2026

GIS26

1.500% Notes due 2027

GIS27

GIS29

GIS30A

GIS32

GIS34

Securities registered pursuant to Section 12(g)

of the Act: None

issuer, as defined in Rule 405 of the Securities Act.

No

to Section 13 or Section 15(d) of the Act.

Indicate

by

check

None.

[Unresolved Staff Comments](#a4373)

Item 1C

[Cybersecurity](#a4383)

Item 2

[Properties](#a4524)

Item 3

[Legal Proceedings](#a5073)

[removed: Cybersecurity] [added: *Cybersecurity] Risk Management and [removed: Strategy][added: Strategy*]

[removed: cybersecurity][added: *Cybersecurity* *Governance*]

assessment [added: process.]

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

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

[added: We also leverage] retrospectives from

regularly for cybersecurity risk [added: and prescribe remediation activities when necessary.]

[added: As] a [added: part of a] collaborative defense approach, [added: we]

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

[added: We] regularly [added: practice]

[added: technical recovery,] and we maintain cybersecurity insurance.

He has strategic and operational responsibility [added: for all aspects of the Company’s cybersecurity]

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

[added: cybersecurity] incidents.

Officer, Chief Supply Chain Officer, [added: and CDTTO.]

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

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

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

Our internal audit team performs regular assessments of our program and selected components.

previous cybersecurity incidents to understand weaknesses and to improve our security controls.

We assess our critical suppliers

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.

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.

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

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

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

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.

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

Our

enterprise

risk

management

framework

considers

alongside

other

company

risks,

as

part of

overall

process.

We

leverage

an

industry-leading

framework,

the

National

Institute

of Standards

and

Technology

with an independent firm on an annual basis.

assess

manage

using

various

mechanisms,

starting

with

threat

intelligence,

which

provides

us

necessary viewpoint to help

us identify trends, understand

Of these facilities, [added: 27 are located]

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

[removed: North] [added: | North] America [removed: Retail][added: Retail | | | | |]

[removed: -] [added: | • Irapuato, Mexico | | •] Cincinnati, Ohio [added: | | |]

[removed: -] [added: | • Geneva, Illinois | | •] Albuquerque, New Mexico [added: | | • Milwaukee, Wisconsin |]

[removed: International][added: | International | | | | |]

[removed: -] [added: | •] Rooty Hill, Australia [added: | | • Sanhe, China | | • Nashik, India |]

[removed: -] [added: | •] Pouso Alegre, Brazil [added: | | • Arras, France | | |]

[removed: -] [added: | •] Guangzhou, China [added: | | • Labatut, France | | |]

[removed: -] [added: | •] Nanjing, China [added: | | • Inofita, Greece | | |]

[removed: North] [added: | North] America [removed: Pet][added: Pet | | | | |]

[removed: -] [added: | •] Richmond, Indiana [added: | | • Joplin, Missouri | | |]

[removed: North] [added: | North] America [removed: Foodservice][added: Foodservice | | | | |]

[removed: -] [added: | • Chanhassen, Minnesota | | • Joplin, Missouri | | •] St. Charles, Missouri [added: |]

[removed: -] [added: | •] Green Bay, Wisconsin [added: | | | | |]

[added: We] also [added: utilize]

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

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

As of May 31, 2026, we operated 41 facilities for the production of a wide variety of food products.

the Asia/Middle East/Africa Region.

The following is a list of the locations of our principal production facilities, which primarily

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| • Covington, Georgia | | • Fridley, Minnesota | | • Wellston, Ohio |

| • Belvidere, Illinois | | • Hannibal, Missouri | | • Murfreesboro, Tennessee |

| • Cedar Rapids, Iowa | | • Buffalo, New York | | • Gladstone, Missouri |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| • Campo Novo do Parecis, Brazil | | • Shanghai, China | | • San Adrian, Spain |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

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

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

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

We

own

our

principal

executive

offices

and

main research

facilities,

which

are

located

in the

Minneapolis,

Minnesota

metropolitan

operate numerous

manufacturing facilities

and maintain many

sales and administrative

offices, warehouses,

and distribution

As of May 25,

2025, we operated

42 facilities for

the production of

a wide variety

of food products.

28 are located

4 in the Greater China region, 1 leased in Canada, and 1 in

the

Asia/Middle

East/Africa

Region.

following

is

list

of

locations

production

[removed: Part II][added: PART II]

None.

[Mine Safety Disclosures](#a5094)

Item 5

[Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of](#a5101)

[Equity Securities](#a5101)

Item 7

[Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a5254)

Item 7A

[Quantitative and Qualitative Disclosures About Market Risk](#a15856)

Item 8

[Financial Statements and Supplementary Data](#a16625)

[removed: 21,600] [added: 20,400] record holders of our common stock.

ended May [removed: 25, 2025:][added: 31, 2026:]

[added: expiration date] for the [added: authorization.]

[removed: distribution of] deferred option units.

The Board did not specify an [removed: expiration date for the]

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

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

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Period | Total Number of Shares Purchased (a) | | Average Price Paid Per Share (b) | | Total Number of Shares Purchased as Part of a Publicly Announced Program (c) | | Maximum Number of Shares that may yet be Purchased Under the Plans or Program (c) |

| February 23, 2026 - March 29, 2026 | — | | $— | | — | | 26,897,169 |

| March 30, 2026 - April 26, 2026 | — | | — | | — | | 26,897,169 |

| April 27, 2026 - May 31, 2026 | — | | — | | — | | 26,897,169 |

| Total | — | | $— | | — | | 26,897,169 |

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

(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.

Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

Our common

stock is

listed on

the New

York

Stock Exchange

under the

symbol “GIS.”

On June 9,

2025, there

were approximately

The

following

table

sets

forth

information

with

respect

to

shares

of

our

common

stock

that

we

purchased

during

fiscal

quarter

Period

Total

Number

of Shares

Purchased (a)

Average Price

Paid Per Share

[removed: REPORT] [added: REPORT] OF MANAGEMENT [removed: RESPONSIBILITIES][added: RESPONSIBILITIES]

financial [added: position.]

[added: management’s] best estimates and judgments where [added: appropriate.]

The financial information throughout [added: this Annual Report on Form 10-]

[removed: assets are][added: | ASSETS | | | |]

[added: We] maintain [added: a]

[added: Our] internal controls [added: provide]

[removed: use][added: Use of Estimates]

[removed: assets][added: | Current assets: | | | |]

These formally stated and regularly communicated [added: policies demand highly ethical conduct from all employees.]

The Audit [added: Committee recommended, and]

[added: To] the [added: Stockholders and] Board [added: of Directors]

[added: The] independent registered [added: public]

accounting firm, internal auditors, and employees have full and free access to [added: the Audit Committee at any time.]

[removed: the Company’s][added: The Company match is directed to investment]

[added: II (collectively,] the consolidated [added: financial statements).]

[removed: financial statements][added: Notes to Consolidated Financial Statements]

also appointed KPMG LLP to serve as the Company’s [added: independent registered public accounting firm for fiscal 2027.]

[removed: independent registered public accounting firm for fiscal 2026.][added: Report of Independent Registered Public Accounting Firm]

[added: |] /s/ J. L. Harmening [added: | | /s/ K. A. Bruce |]

[removed: /s/] [added: | J. L. Harmening | |] K. A. Bruce [added: |]

[added: |] Chief Executive Officer [added: | | Chief Financial Officer |]

[removed: Opinions] [added: *Opinions] on the Consolidated Financial Statements and Internal Control [added: Over Financial Reporting*]

[removed: Over Financial Reporting][added: Our audit of internal control over financial reporting]

[removed: May] [added: | | May 31, 2026 | | May] 25, [removed: 2025, and May 26,][added: 2025 |]

[removed: statements] [added: Consolidated Statements] of [removed: earnings, comprehensive][added: (Loss) Earnings]

[removed: income, total equity,][added: | Total equity | 7,380.6 | | 9,211.2 |]

[added: Cash] and [removed: cash flows][added: Cash Equivalents]

[removed: fiscal][added: | | Fiscal Year | | | | |]

[added: A number of] years

[removed: May] [added: | | May 31, 2026 | May] 25, [removed: 2025,][added: 2025 |]

[removed: notes][added: NOTES PAYABLE]

[added: We] also have [added: considered, but did]

Sponsoring Organizations of the Treadway [added: Commission.]

[added: Also in our] opinion, the

[added: As] of May [added: 31, 2026, and May] 25, 2025, [removed: and][added: a comparison of cost]

[added: | Balance as of] May 26, [removed: 2024,][added: 2024 | 6,979.9 |]

[removed: our opinion,][added: Our responsibility is to express an opinion on the]

[removed: May] [added: | | | | May 31, 2026 | | | | May] 25, [removed: 2025, based][added: 2025 | | |]

[removed: Basis] [added: *Basis] for [removed: Opinions][added: Opinions*]

The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements.

statements have been prepared in accordance with accounting principles that are generally accepted in the United States, using

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.

strong audit program that independently evaluates the adequacy and effectiveness of internal controls.

for appropriate separation of duties and responsibilities, and there are documented policies regarding use of our assets and proper

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 Audit Committee reviewed and approved the Company’s annual financial statements.

the Board of Directors approved, that the consolidated financial statements be included in the Annual Report.

| | | |

| --- | --- | --- |

| | | |

July 1, 2026

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

as of May 31, 2026, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of

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.

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

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

Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our

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

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to

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.

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

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.

performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable

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

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

The

management

of

General

Mills,

Inc.

is

responsible

for

fairness

and

accuracy

consolidated

statements.

statements

have

been

prepared

in

accordance

with

accounting

principles

that

are

generally

accepted

United

States,

using

management’s

appropriate.

this Annual Report on Form

10-

has established

a system

of internal

controls that

provides

reasonable

None.

[Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#a35336)

Item 9A

[Controls and Procedures](#a35345)

Item 9B

[Other Information](#a35458)

Item 9C

[Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#a35458)

Part III

Item 10

[Directors, Executive Officers and Corporate Governance](#a35487)

Item 11

[Executive Compensation](#a35537)

Item 12

[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#a35549)

Item 13

[Certain Relationships and Related Transactions, and Director Independence](#a35703)

Item 14

[Principal Accountant Fees and Services](#a35717)

Part IV

Item 15

[Exhibits and Financial Statement Schedules](#a35737)

Item 16

[Form 10-K Summary](#a38777)

[Signatures](#a38785)

PART

[added: |] Chief Executive [added: Officer | | Chief Financial Officer |]

Based on that evaluation, our Chief Executive [added: Officer and Chief Financial Officer have concluded that,]

[removed: as] of May [removed: 25,][added: 31, 2026.]

[added: Officer and Chief Financial Officer,] in a manner that allows timely decisions regarding required disclosure.

[removed: MANAGEMENT’S] [added: MANAGEMENT’S] REPORT ON INTERNAL CONTROL [added: OVER FINANCIAL REPORTING]

[removed: of] [added: concluded that] our internal control over financial reporting [added: was effective as of May 31, 2026.]

[added: In making this assessment, management] used the criteria set forth [added: by the Committee of Sponsoring Organizations of]

the Treadway Commission (COSO) in [added: *Internal Control – Integrated Framework (2013)*.]

[added: |] /s/ J. L. Harmening [added: | | /s/ K. A. Bruce |]

[removed: /s/] [added: | J. L. Harmening | |] K. A. Bruce [added: |]

[removed: Our independent registered public accounting firm’s][added: “Report of Independent Registered Public Accounting Firm” in Item 8 of this report.]

[added: Our independent registered public accounting firm’s] attestation report on our internal control over financial reporting is included [added: in the]

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

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

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

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

Based on our assessment using the criteria set forth by COSO in *Internal Control – Integrated Framework (2013)*, management

KPMG LLP, our independent registered public accounting firm, has issued a report on the effectiveness of the Company’s internal

| | | |

| --- | --- | --- |

| | | |

July 1, 2026

We,

under the

supervision and

with the

participation of

our management,

including our

Officer and

Chief Financial

Officer,

have

evaluated

the

effectiveness

of

the design

and

operation

our

disclosure

controls

procedures

(as

defined

in

Rule

Officer and Chief Financial Officer have concluded

that,

2025, our disclosure

controls and procedures

were effective

to ensure that information

required to be disclosed

by us in

reports

that

we

file

or

submit

[added: arrangement” or “non-Rule 10b5-1] trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the fiscal quarter ended May 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading

During

the fiscal

quarter ended

May 25,

2025, no

director or

officer

of the

Company

adopted

or

terminated

a “Rule

10b5-1

trading

arrangement” or “

non-Rule

[removed: PART][added: PART III]

Prevent Inspections

III

incorporated herein [added: by reference.]

Information regarding our executive officers is set forth in [added: [Item 1](#ia5c02a19376d41648895dff5f21be7ab_10) of this report.]

[removed: 2025] [added: 2026] Annual Meeting of Shareholders is incorporated herein by reference.

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

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

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

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.

intend to post on our website any amendments to our Code of Conduct and any waivers from our Code of Conduct for principal

Governance

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 2025

Annual Meeting

of Shareholders

is

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

Annual Meeting of

Shareholders is incorporated

Item 1 of this report.

information

regarding

our

Audit

Committee,

including

members

of

Committee

and

financial

Management” in our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual [added: Meeting of Shareholders is incorporated herein by reference.]

The information contained in the sections entitled “Executive Compensation,” “Director Compensation,” and “Overseeing Risk

The

information

contained

in

sections

entitled

“Executive

Compensation,”

“Director

and

“Overseeing

Risk

Meeting of Shareholders is incorporated herein by reference.

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

The following table provides certain information as of May [removed: 25, 2025,][added: 31, 2026, with respect to our equity compensation plans:]

[removed: Only] [added: (a)Only] includes the weighted-average exercise price of outstanding options, [added: which have a weighted-average term of 4.4 years.]

[removed: target] performance), and [removed: 2,000,477] [added: 1,970,398] restricted stock units that [added: have vested and been deferred.]

[added: (c)Includes 70,928 restricted stock units that] have vested and been deferred.

These awards were made [added: in lieu of salary increases and certain]

[removed: and certain] other compensation [added: and benefits.]

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

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (1) | | | Weighted - Average Exercise Price of Outstanding Options, Warrants and Rights (2) (a) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (1)) (3) | |

| Equity compensation plans approved by security holders | 19,004,328 | (b) | | $59.00 | | 25,872,524 | (d) |

| Equity compensation plans not approved by security holders | 70,928 | (c) | | — | | — | |

| Total | 19,075,256 | | | $59.00 | | 25,872,524 | |

(b)Includes 13,331,527 stock options, 3,284,114 restricted stock units, 418,289 performance share units (assuming pay out for target

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.

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.

and Related Stockholder Matters

The

information

contained

in

section

entitled

“Ownership

of

General

Mills

Common

Stock

by

Directors,

Officers

and

Certain

Beneficial

Owners”

our

definitive

Proxy

Statement

for

2025

Annual

Meeting

Shareholders

is

incorporated

herein

with respect to our equity compensation plans:

Plan Category

Number of Securities to be

Issued upon Exercise of

Outstanding Options,

Warrants and Rights (1)

Weighted-Average

Exercise Price of

Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders is incorporated [added: herein by reference.]

The information set forth in the section entitled “Board Independence and Related Person Transactions” contained in our definitive

and Director Independence

The

information

set forth

in the

section

entitled “Board

Independence

and Related

Person

Transactions”

contained

in our

definitive

herein by reference.

Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders is incorporated herein [added: by reference.]

[removed: PART][added: PART IV]

The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive Proxy

The

information

contained

in

section

entitled

“Independent

Registered

Public

Accounting

Firm

Fees”

our

definitive

Proxy

by reference.

IV

[removed: Financial Statements:][added: 1.Financial Statements:]

Consolidated Statements of [added: (Loss)] Earnings for the fiscal years ended May [added: 31, 2026, May] 25, 2025, [added: and] May 26, [added: 2024.]

May [added: 26, 2024.]

Consolidated Balance Sheets as of May [removed: 25, 2025] [added: 31, 2026,] and May [removed: 26, 2024.][added: 25, 2025.]

Consolidated Statements of Cash Flows for the fiscal years ended May [added: 31, 2026, May] 25, 2025, [added: and May 26, 2024.]

[removed: Equity for] [added: For] the fiscal years ended May [added: 31, 2026, May] 25, 2025, [removed: May 26, 2024,] and May [removed: 28, 2023.][added: 26, 2024:]

PCAOB ID: [added: 185.]

[removed: Financial] [added: 2.Financial] Statement [removed: Schedule:][added: Schedule:]

[removed: For] [added: Consolidated Statements of Comprehensive (Loss) Income for] the fiscal years ended May [added: 31, 2026, May] 25, 2025, [removed: May 26, 2024,] and [removed: May 28, 2023:]

[added: II – Valuation] and Qualifying Accounts

[removed: Exhibits][added: Exhibits:]

[removed: Exhibit No.][added: | Exhibit No. | Description |]

[removed: [4.3](https://www.sec.gov/Archives/edgar/data/40704/000119312525147079/d938443dex43.htm)][added: | [4.3](https://www.sec.gov/Archives/edgar/data/40704/000162828026046466/exhibit43531.htm) | Description of the Company’s registered securities. |]

[removed: [21.1](https://www.sec.gov/Archives/edgar/data/40704/000119312525147079/d938443dex211.htm)][added: | [21.1](https://www.sec.gov/Archives/edgar/data/40704/000162828026046466/exhibit211531.htm) | Subsidiaries of the Company. |]

[removed: [23.1](https://www.sec.gov/Archives/edgar/data/40704/000119312525147079/d938443dex231.htm)][added: | [23.1](https://www.sec.gov/Archives/edgar/data/40704/000162828026046466/exhibit231531.htm) | Consent of Independent Registered Public Accounting Firm. |]

[removed: Management] [added: *Management] contract or compensatory plan or arrangement required [added: to be filed as an exhibit pursuant to Item 15 of Form]

[removed: Confidential] [added: +Confidential] information has been omitted from the exhibit and filed [added: separately with the SEC pursuant to Rule 24b-2 of the]

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain [added: instruments defining the rights of holders of our long-term debt are]

Consolidated Statements of Total Equity for the fiscal years ended May 31, 2026, May 25, 2025, and May 26, 2024.

| | |

| --- | --- |

| [3.1](https://www.sec.gov/Archives/edgar/data/0000040704/000119312521289374/d224321dex31.htm) | Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 1, 2021). |

| | |

| [3.2](https://www.sec.gov/Archives/edgar/data/40704/000162828026003542/a20260126ex31.htm) | By-laws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 27, 2026). |

| | |

| [4.1](https://www.sec.gov/Archives/edgar/data/40704/0000040704-96-000006.txt) | Indenture, dated as of February 1, 1996, between the Company and U.S. Bank National Association (f/k/a First Trust of Illinois, National Association) (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed February 6, 1996 (File no. 333-00745)). |

| | |

| [4.2](https://www.sec.gov/Archives/edgar/data/40704/000095012309021887/c50391exv4w2.htm) | First Supplemental Indenture, dated as of May 18, 2009, between the Company and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009). |

| | |

| | |

| [10.1](https://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w2.htm)* | 2001 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). |

| | |

| [10.2](https://www.sec.gov/Archives/edgar/data/40704/000095012310088122/c60384exv10w5.htm)* | 2006 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 29, 2010). |

| | |

| [10.3](https://www.sec.gov/Archives/edgar/data/40704/000119312515245476/d947722dex106.htm)* | 2011 Stock Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015). |

| | |

| [10.4](https://www.sec.gov/Archives/edgar/data/40704/000119312511347162/d270596dex102.htm)* | 2011 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). |

| | |

| [10.5](https://www.sec.gov/Archives/edgar/data/40704/000119312516798939/d310172dex101.htm)* | 2016 Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2016). |

| | |

| [10.6](https://www.sec.gov/Archives/edgar/data/40704/000095012310114560/c61873exv10w1.htm)* | Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 28, 2010). |

| | |

| [10.7](https://www.sec.gov/Archives/edgar/data/40704/000119312520077160/d802885dex101.htm)* | Separation Pay and Benefits Program for Officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 23, 2020). |

| | |

| [10.8](https://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex104.htm)* | Supplemental Savings Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). |

| | |

| [10.9](https://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex101.htm)* | Supplemental Retirement Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). |

| | |

| [10.10](https://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex103.htm)* | 2005 Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). |

| | |

| [10.11](https://www.sec.gov/Archives/edgar/data/40704/000095013709002011/c50087exv10w14.htm)* | Deferred Compensation Plan (Grandfathered) (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 22, 2009). |

| | |

| [10.12](https://www.sec.gov/Archives/edgar/data/40704/000119312521092576/d133391dex105.htm)* | 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2021). |

| | |

| [10.13](https://www.sec.gov/Archives/edgar/data/40704/000119312511347162/d270596dex103.htm)* | Supplemental Benefits Trust Agreement, amended and restated as of September 26, 1988, between the Company and Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 27, 2011). |

| | |

| | |

| --- | --- |

1.

2024, and May 28, 2023.

Consolidated

Statements

of

Comprehensive

Income

for

the

fiscal

years

ended

25,

2025,

26,

2024,

and

28,

2023.

May 26, 2024, and May 28, 2023.

Consolidated Statements of Total

2.

II – Valuation

3.

Description

[3.1](http://www.sec.gov/Archives/edgar/data/0000040704/000119312521289374/d224321dex31.htm)

Amended

Restated

Certificate

Incorporation

Company

(incorporated

herein

by

reference to Exhibit 3.1 to the Company’s

Current Report on Form 8-K filed October 1, 2021).

[3.2](http://www.sec.gov/Archives/edgar/data/40704/000119312524018891/d745524dex3.htm)

By-laws

reference

to

[removed: Signatures][added: Signatures]

[added: | By | |] /s/ Mark A. [added: Pallot |]

[added: | Title: | |] Vice President, Chief Accounting [added: Officer |]

[added: | /s/ Jeffrey L Harmening Jeffrey L. Harmening |] Chairman of the Board, Chief Executive Officer, [added: and Director (Principal Executive Officer) | July 1, 2026 |]

[added: |] /s/ Jo Ann Jenkins [added: Jo Ann Jenkins | Director | July 1, 2026 |]

[added: |] /s/ Steve Odland [added: Steve Odland | Director | July 1, 2026 |]

[removed: General] [added: | General] Mills, Inc. and [removed: Subsidiaries][added: Subsidiaries | | | |]

[removed: Schedule] [added: | Schedule] II - Valuation [added: and Qualifying Accounts | | | |]

[removed: Fiscal Year][added: | | Fiscal Year | | |]

[removed: Allowance] [added: | Allowance] for doubtful [removed: accounts:][added: accounts: | | | |]

[added: |] Balance at beginning of year [added: | $33.2 | $25.0 | $26.9 |]

[added: |] Additions charged to expense [added: | 28.8 | 36.6 | 27.6 |]

[added: |] Bad debt write-offs [added: | (28.3) | (28.5) | (29.4) |]

[added: |] Other adjustments and reclassifications [added: (a) | (0.6) | 0.1 | (0.1) |]

[added: |] Balance at end of year [added: | $33.1 | $33.2 | $25.0 |]

[added: | Valuation] allowance for deferred tax [removed: assets:][added: assets: | | | |]

[added: |] Adjustments due to acquisitions, translation of amounts, and other [added: | (6.7) | 0.1 | (1.4) |]

[removed: Reserve] [added: | Reserve] for [removed: restructuring] [added: restructuring, transformation,] and other exit [removed: charges:][added: charges: | | | |]

[added: |] Additions charged to expense, including translation amounts [added: | 8.4 | 70.1 | 0.1 |]

[added: |] Net amounts utilized for restructuring [added: and transformation] activities [added: | (35.6) | (7.8) | (33.0) |]

[removed: Reserve] [added: | Reserve] for LIFO [removed: valuation:][added: valuation: | | | |]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

| | | |

| --- | --- | --- |

| Date: | | July 1, 2026 |

| Name: | | Mark A. Pallot |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on

| | | |

| --- | --- | --- |

| Signature | Title | Date |

| | | |

| | | |

| /s/ Kofi A. Bruce Kofi A. Bruce | Chief Financial Officer (Principal Financial Officer) | July 1, 2026 |

| | | |

| /s/ Mark A. Pallot Mark A. Pallot | Vice President, Chief Accounting Officer (Principal Accounting Officer) | July 1, 2026 |

| | | |

| /s/ Joan Bottarini Joan Bottarini | Director | July 1, 2026 |

| | | |

| /s/ Benno O. Dorer Benno O. Dorer | Director | July 1, 2026 |

| | | |

| /s/ Maria G. Henry Maria G. Henry | Director | July 1, 2026 |

| | | |

| | | |

| /s/ Elizabeth C. Lempres Elizabeth C. Lempres | Director | July 1, 2026 |

| | | |

| /s/ John G. Morikis John. G. Morikis | Director | July 1, 2026 |

| | | |

| /s/ Dana M. McNabb Dana M. McNabb | Chief Operating Officer and Director | July 1, 2026 |

| | | |

| /s/ Diane L. Neal Diane L. Neal | Director | July 1, 2026 |

| | | |

| | | |

| /s/ Maria A. Sastre Maria A. Sastre | Director | July 1, 2026 |

| | | |

| /s/ Eric D. Sprunk Eric D. Sprunk | Director | July 1, 2026 |

| | | |

| /s/ Jorge A. Uribe Jorge A. Uribe | Director | July 1, 2026 |

| | | | |

| --- | --- | --- | --- |

| | | | |

| In Millions | 2026 | 2025 | 2024 |


Pursuant to

the requirements of

Section 13 or

15(d) of the

Securities Exchange

Act of 1934,

the registrant has

duly caused this

report

Date:

June 25, 2025

By

Pallot

Name:

Mark A.

Title:

Officer

the requirements

of the

Act of

1934, this

report has