General Mills Announces Pricing Terms, Expiration and Results of Cash Tender Offers for its Senior Notes

Accepted notes carry purchase prices below $1,000 per $1,000 principal, while some tendered debt remains unaccepted.

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MINNEAPOLIS--(BUSINESS WIRE)-- General Mills, Inc. (NYSE: GIS) today announced the pricing terms, expiration and results of its previously announced tender offers (each, a “Tender Offer” and together, the “Tender Offers”) to purchase for cash the debt securities issued by General Mills referred to below (collectively, the “Notes,” and each a “Series”).

Each Tender Offer has been made upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 5, 2026 (the “Offer to Purchase”) and any related documents (together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The Tender Offers expired at 5:00 p.m., New York City time, on October 9, 2026 (such time and date, the “Expiration Date”). Withdrawal rights for the Tender Offers expired at the Expiration Date, and accordingly, Notes validly tendered in the Tender Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

At the Expiration Date, according to information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offers, the aggregate principal amount of each Series of Notes validly tendered and not validly withdrawn pursuant to the Tender Offers and the aggregate principal amount of each Series of Notes accepted for purchase are set forth in the table below.

Series of Notes	CUSIP / ISIN Number(1)	Aggregate Principal Amount Outstanding Prior to Tender Offer	Sub Cap	Acceptance Priority Level	Reference Security	Reference Yield	Fixed Spread (Basis Points)	Tender Consideration(2)	Principal Amount Tendered	Principal Amount Accepted	Approximate Proration Factor(3)
3.000% Senior Notes due 2051	370334 CP7 / US370334CP78 370334 CM4 / US370334CM48 U37031 DD7 / USU37031DD75	$605,238,000	N/A	1	5.000% UST due May 15, 2056	5.602%	+55	$605.13	$196,704,000	$196,704,000	100.00%
4.150% Senior Notes due 2043	370334 BP8 / US370334BP87	$434,917,000	N/A	2	5.125% UST due August 15, 2046	5.651%	+70	$778.17	$86,471,000	$86,471,000	100.00%
4.700% Senior Notes due 2048	370334 CJ1 / US370334CJ19	$446,185,000	N/A	3	5.125% UST due August 15, 2046	5.651%	+75	$802.79	$91,589,000	$91,589,000	100.00%
2.250% Senior Notes due 2031	370334 CQ5 / US370334CQ51	$500,000,000	N/A	4	5.000% UST due September 30, 2031	5.021%	+40	$862.73	$290,082,000	$290,082,000	100.00%
4.550% Senior Notes due 2038	370334 CH5 / US370334CH52	$282,447,000	$250,000,000	5	4.625% UST due August 15, 2036	5.244%	+85	$873.60	$79,047,000	$79,047,000	100.00%
2.875% Senior Notes due 2030	370334 CL6 / US370334CL64	$750,000,000		6	5.000% UST due September 30, 2031	5.021%	+30	$922.76	$361,138,000	$185,131,000	51.55%
5.400% Senior Notes due 2040	370334 BJ2 / US370334BJ28	$382,536,000		7	4.625% UST due August 15, 2036	5.244%	+100	$923.06	$55,731,000	—	N/A

____________________

(1)		No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.
(2)		Payable per each $1,000 principal amount of Notes of a Series validly tendered, not validly withdrawn and accepted for purchase at or prior to the Expiration Date. Each Tender Consideration was determined in the manner described in the Tender Offer Documents.
(3)		Rounded for presentation purposes.

The Tender Consideration was determined at 3:00 p.m., New York City time, on October 9, 2026.

General Mills’ obligation to complete a Tender Offer with respect to the Notes validly tendered is conditioned on the satisfaction or waiver of conditions described in the Offer to Purchase. For the Notes accepted for purchase, all conditions to the Tender Offer with respect to such Notes were satisfied or waived on or prior to the Expiration Date. On October 14, 2026, Holders whose Notes have been accepted for purchase will also receive an Accrued Interest Payment. The Notes validly tendered but not accepted for purchase will be returned promptly to the tendering Holders in accordance with the Offer to Purchase.

Information Relating to the Tender Offers

BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC served as the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact BofA Securities at (980) 387-3907 (collect) or (888) 292-0070 (toll-free), or email debt_advisory@bofa.com, Citigroup at (212) 723-6106 (collect) or (800) 558-3745 (toll-free), or email ny.liabilitymanagement@citi.com, or Morgan Stanley at (212) 761-1057 (collect) or (800) 624-1808 (toll-free), or email LMNY@morganstanley.com. D.F. King & Co., Inc. served as the tender and information agent for the Tender Offers and can be contacted at (212) 561-5775 (collect) or (888) 564-8149 (toll-free), or email GIS@dfking.com. The Offer to Purchase may be accessed at the following web address: www.dfking.com/GIS.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers were made only pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.

About General Mills

General Mills makes food the world loves. General Mills is guided by its Accelerate strategy to boldly build its brands, relentlessly innovate, unleash its scale and stand for good. Its portfolio of beloved brands includes household names like Cheerios, Nature Valley, Blue Buffalo, Häagen-Dazs, Old El Paso, Pillsbury, Betty Crocker, Totino’s, Annie’s, Wanchai Ferry and more. General Mills generated fiscal 2026 net sales of U.S. $18 billion. In addition, General Mills’ share of non-consolidated joint venture net sales totaled U.S. $1 billion.

Note on Forward-Looking Statements

This release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on General Mills’ current expectations and assumptions.

The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those currently anticipated or projected. General Mills cautions you not to place undue reliance on any such forward-looking statements.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, General Mills is identifying important factors that could affect its financial performance and could cause its actual results in future periods to differ materially from any current opinions or statements. General Mills future results could be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for General Mills’ products, including new product introductions, advertising activities, pricing actions, and promotional activities of its competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of critical accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer demand for General Mills products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation; effectiveness of restructuring, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure or breach of General Mills’ information technology systems; foreign economic conditions, including currency rate fluctuations and tariffs; and political unrest in foreign markets and economic uncertainty due to terrorism or war. You should also consider the risk factors that we identify in Item 1A of Part I of General Mills’ Annual Report on Form 10-K for the fiscal year ended May 31, 2026, which could also affect General Mills’ future results. General Mills undertakes no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261009314327/en/

(Investors) Jeff Siemon: +1-763-764-3202
(Media) Chelcy Walker: +1-763-764-6364

Source: General Mills, Inc.

Key Terms

cusip financial

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

isin financial

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

View in glossary

fixed spread financial

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

reference yield financial

The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.

proration factor financial

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

accrued interest payment financial

Interest that has built up on a debt instrument between scheduled coupon or interest payment dates; when ownership changes or a payment is made, the accumulated amount is settled so the holder receives or pays the portion earned during their holding period. Think of it like unpaid wages that accumulate daily until payday: buyers of a bond typically reimburse sellers for interest earned since the last coupon, which affects transaction cash flows and yield calculations for investors.