gis-20260416

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

FORM 8-K

___________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2026

___________________________

General Mills, Inc.

(Exact name of Registrant as Specified in Its Charter)

___________________________


Delaware	001-01185	41-0274440
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Number One General Mills Boulevard
Minneapolis, Minnesota			55426
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (763) 764-7600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, $.10 par value

GIS

New York Stock Exchange

1.500% Notes due 2027

GIS 27

New York Stock Exchange

3.907% Notes due 2029

GIS 29

New York Stock Exchange

3.650% Notes due 2030

GIS 30A

New York Stock Exchange

3.600% Notes due 2032

GIS 32

New York Stock Exchange

3.850% Notes due 2034

GIS 34

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On April 9, 2026, General Mills, Inc. (the “Company”) agreed to sell €1,000,000,000 aggregate principal amount of its 4.750% Series A fixed-to-fixed reset rate junior subordinated notes due 2056 (the “Series A Notes”) and €700,000,000 aggregate principal amount of its 5.250% Series B fixed-to-fixed reset rate junior subordinated notes due 2056 (the “Series B Notes,” and together with the Series A Notes, the “Notes”) pursuant to the Underwriting Agreement, dated April 9, 2026 (the “Underwriting Agreement”), among the Company and Barclays Bank PLC, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, and J.P. Morgan Securities plc and the several underwriters named therein. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated April 16, 2026 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-283277). The sale of the Notes is expected to close on April 16, 2026, subject to customary closing conditions.

The purpose of this Current Report is to file with the Securities and Exchange Commission the Underwriting Agreement, the Officers’ Certificates, the opinion of Faegre Drinker Biddle & Reath LLP with respect to the validity of the Notes and the opinion of McDermott Will & Schulte LLP with respect to certain tax matters.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


1			Underwriting Agreement, dated April 9, 2026, by and among the Company and each of Barclays Bank PLC, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, and J.P. Morgan Securities plc and the several underwriters named therein.
4.1			Officers’ Certificate and Authentication Order, dated April 16, 2026 for the 4.750% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (which includes the form of Note) issued pursuant to the Indenture.
4.2			Officers’ Certificate and Authentication Order, dated April 16, 2026 for the 5.250% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (which includes the form of Note) issued pursuant to the Indenture.
5			Opinion of Faegre Drinker Biddle & Reath LLP.
8			Opinion of McDermott Will & Schulte LLP.
23.1			Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5).
23.2			Consent of McDermott Will & Schulte LLP (included in Exhibit 8).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 16, 2026


			GENERAL MILLS, INC.

			By:			/s/ Kofi A. Bruce
			Name:			Kofi A. Bruce
			Title:			Chief Financial Officer

SEC Form 8-K filed by General Mills Inc.