Item 1A. Risk Factors.

The following represents a material change in our risk factors to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

The war in Ukraine has negatively impacted our business operations, financial performance and results of operations, and we are unable to predict the full extent to which the war in Ukraine will negatively impact our business, operations, financial condition, results of operations and stock price in the future.

The scope and duration of the war in Ukraine is uncertain, rapidly changing and hard to predict. Our business operations, financial performance and results of operations have been negatively impacted by the war, as discussed above in Recent Developments and Significant Items Affecting Comparability – War in Ukraine under Management’s Discussion and Analysis of Financial Condition and Results of Operations. We have discontinued new capital investments and suspended our advertising spending in Russia. Other potential consequences include but are not limited to those outlined below:

• As the business and geopolitical environment continues to change, we may further scale back our operations in Russia, which accounted for 2.9% of 2021 consolidated net revenues, or Ukraine, which accounted for 0.5% of 2021 consolidated net revenues.

• Our Russian assets may be partially or fully impaired in future periods based on actions taken by Russia, other parties or us.

• The war has materially disrupted commodity markets, including for wheat and energy, and is contributing to supply chain disruption and inflation. We expect continued volatility with respect to these costs, and our hedging activities might not sufficiently offset this volatility.

• Our operations may be subject to increased risk of cyber threats as a result of the war.

• International sanctions and other measures that have been imposed on Russian entities make it more difficult to operate in Russia, and failure to comply with applicable sanctions and measures could subject us to regulatory penalties and reputational risk.

• We might face continued questions from stakeholders about our operations in Russia despite our role as a food company and our public statements about Ukraine and Russia.

These and other impacts of the war in Ukraine could have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form 10-K, such as those relating to our reputation, brands, product sales, sanctions, trade relations in countries in which we operate, input price inflation and volatility, results of operations and financial condition. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the scope and duration of the war and actions taken by parties other than us to respond to them. Any of these disruptions could have a negative impact on our business operations, financial performance, results of operations and stock price, and this impact could be material. Additionally, the war in Ukraine may also materially adversely affect our operating results and financial position in a manner that is not currently known to us or that we do not currently consider to be a significant risk.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Our stock repurchase activity for each of the three months in the quarter ended March 31, 2022 was:

(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares tendered to us by employees who used shares to exercise options and to pay the related taxes for grants of deferred stock that vested, totaling 1,184 shares, 480,377 shares and 3,585 shares for the fiscal months of January, February and March 2022, respectively.

(2)Dollar values stated in millions. Our Board of Directors has authorized the repurchase of $23.7 billion of our Common Stock through December 31, 2023. Authorizations to increase and extend the program duration included: $4.0 billion on December 2, 2020, $6.0 billion on January 31, 2018, $6.0 billion on July 29, 2015, $1.7 billion on December 3, 2013, and $6.0 billion on August 6, 2013 (cumulatively including the amount authorized on March 12, 2013, which was the lesser of 40 million shares and $1.2 billion). Since the program inception on March 12, 2013 through March 31, 2022, we have repurchased $20.8 billion, and as of March 31, 2022, we had approximately $2.9 billion share repurchase authorization remaining. See related information in Note 11, Stock Plans.