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General Mills (NYSE: GIS) to sell euro junior subordinated notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

General Mills, Inc. agreed to sell €1,000,000,000 of 4.750% Series A fixed-to-fixed reset rate junior subordinated notes due 2056 and €700,000,000 of 5.250% Series B junior subordinated notes due 2056. The notes are being sold under an Underwriting Agreement dated April 9, 2026 with Barclays Bank PLC, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, and J.P. Morgan Securities plc.

The notes will be issued under an existing Indenture with U.S. Bank Trust Company, National Association, and related Officers’ Certificates dated April 16, 2026. The offer and sale are registered on Form S-3 (No. 333-283277) and are expected to close on April 16, 2026, subject to customary conditions. This report files the underwriting agreement, officers’ certificates, and legal and tax opinions as exhibits.

Positive

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Negative

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A principal €1,000,000,000 4.750% Series A junior subordinated notes due 2056
Series A coupon 4.750% Fixed-to-fixed reset rate on Series A notes
Series B principal €700,000,000 5.250% Series B junior subordinated notes due 2056
Series B coupon 5.250% Fixed-to-fixed reset rate on Series B notes
Maturity year 2056 Stated maturity for both Series A and Series B notes
Underwriting Agreement date April 9, 2026 Agreement among General Mills and the underwriters
Officers’ Certificate date April 16, 2026 Officers’ Certificates and Authentication Orders for the notes
Registration statement number 333-283277 Form S-3 registering offer and sale of the notes
fixed-to-fixed reset rate financial
"4.750% Series A fixed-to-fixed reset rate junior subordinated notes due 2056"
A fixed-to-fixed reset rate is a coupon structure where a security pays one fixed interest rate for an initial period and then switches at a scheduled reset date to a new fixed rate for the next period, often determined by prevailing market rates plus a set margin. Investors care because it combines predictable income between resets with the ability to adjust to changing interest-rate conditions, affecting yield, price sensitivity and income planning—think of swapping to a new preset thermostat setting at regular intervals.
junior subordinated notes financial
"4.750% Series A fixed-to-fixed reset rate junior subordinated notes due 2056"
Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.
Underwriting Agreement financial
"pursuant to the Underwriting Agreement, dated April 9, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Indenture financial
"issued pursuant to that certain Indenture, dated as of February 1, 1996"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Officers’ Certificate and Authentication Order financial
"the Officers’ Certificate and Authentication Order, dated April 16, 2026"
Registration Statement on Form S-3 regulatory
"registered under the Securities Act of 1933 ... by Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Understanding 8-K Material Events →
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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)
___________________________
Delaware001-0118541-0274440
(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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock, $.10 par valueGISNew York Stock Exchange
1.500% Notes due 2027GIS 27New York Stock Exchange
3.907% Notes due 2029GIS 29New York Stock Exchange
3.650% Notes due 2030GIS 30ANew York Stock Exchange
3.600% Notes due 2032GIS 32New York Stock Exchange
3.850% Notes due 2034GIS 34New York Stock Exchange
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).
104Cover 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

Source: View Original Filing on SEC EDGAR

FAQ

What new notes did General Mills (GIS) agree to sell?

General Mills agreed to sell €1,000,000,000 of 4.750% Series A junior subordinated notes due 2056 and €700,000,000 of 5.250% Series B junior subordinated notes due 2056, both with fixed-to-fixed reset rate structures under its existing indenture.

When is the General Mills (GIS) junior subordinated notes sale expected to close?

The sale of General Mills’ junior subordinated notes is expected to close on April 16, 2026. Closing is subject to customary conditions, following an Underwriting Agreement dated April 9, 2026 with several major international underwriters.

Under which registration statement are General Mills’ new notes offered?

The offer and sale of the General Mills notes have been registered under the Securities Act of 1933 by Registration Statement on Form S-3, file number 333-283277. This registration allows the company to issue the described euro-denominated junior subordinated notes.

Who are the underwriters for General Mills’ 2056 junior subordinated notes?

The underwriters are Barclays Bank PLC, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, and J.P. Morgan Securities plc. These institutions entered an Underwriting Agreement with General Mills on April 9, 2026 to distribute the notes.

Which core documents govern General Mills’ new junior subordinated notes?

The notes are issued under an Indenture dated February 1, 1996 with U.S. Bank Trust Company, National Association as trustee, and Officers’ Certificates and Authentication Orders dated April 16, 2026. An Underwriting Agreement dated April 9, 2026 also governs the sale terms.

Filing Exhibits & Attachments

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