General Mills Insider Filing Shows $442K Tax-Withholding Share Disposal

Rhea-AI Filing Summary

General Mills (GIS) filed a Form 4 disclosing routine tax-withholding transactions by Group President Jonathon Nudi. On 06/28/2025 and 06/29/2025, a total of 8,749 common shares were disposed of under transaction code F, which indicates shares withheld by the company to satisfy payroll taxes upon the vesting of equity awards rather than discretionary open-market sales.

The withholding price was $50.52 per share, implying an aggregate market value of roughly $442 thousand. After these transactions, Nudi still directly owns 137,716.139 shares and, through indirect holdings (spouse and trust), a further 18,448.144 shares, leaving his total beneficial ownership near 156 thousand shares. No derivative security activity was reported.

The filing signals standard administrative share withholding and does not reflect a change in the executive’s investment outlook or a strategic decision to sell shares. No other officers or directors are listed, and there is no accompanying earnings or strategic disclosure.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; neutral impact on GIS valuation.

The F-code classification confirms the shares were surrendered to cover withholding taxes on vested awards, a non-discretionary event. The dollar amount (~$0.44 million) and share count (8,749) are immaterial relative to General Mills’ average daily volume and the executive’s remaining stake. Insider still retains ~156 k shares, supporting ongoing alignment with shareholders. There is no indication of future selling pressure or operational insight. Consequently, the market impact is expected to be neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nudi Jonathon

(Last) (First) (Middle)

NUMBER ONE GENERAL MILLS BOULEVARD

(Street)

MINNEAPOLIS MN 55426

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENERAL MILLS INC [ GIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/28/2025		F		7,403	D	$50.52	137,716.139	D
Common Stock	06/28/2025		F		780	D	$50.52	17,180.164	I	by Spouse
Common Stock	06/29/2025		F		566	D	$50.52	16,614.164	I	by Spouse
Common Stock								1,833.98	I	by Trust(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Held in Trust for the benefit of the reporting person's spouse by the Trustee of the General Mills Savings Plan

	By: Christopher A. Rauschl For: Jonathan Nudi	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What type of transaction did General Mills (GIS) report on this Form 4?

The filing shows Code F transactions, meaning shares were withheld to pay taxes on vested equity awards.

How many General Mills shares were withheld for taxes?

A total of 8,749 common shares were surrendered on 06/28/2025 and 06/29/2025.

What price was used for the tax-withholding shares?

The shares were valued at $50.52 per share for withholding purposes.

How many General Mills shares does Jonathon Nudi still own after the transaction?

He beneficially owns approximately 156,000 shares (137,716.139 direct and 18,448.144 indirect).

Does this Form 4 indicate insider selling pressure at GIS?

No. Code F transactions are administrative and non-discretionary; they do not signal voluntary insider sales.