GIS Form 4: Director Acquires 503 Deferred Compensation Units at $49.64

Rhea-AI Filing Summary

Stephen A. Odland, a director of General Mills, Inc. (GIS), reported a change in beneficial ownership. On 08/24/2025 he acquired 503 phantom stock/common stock units by deferring a cash retainer under the company’s Deferred Compensation Plan for Non-Employee Directors. Each unit represents the right to receive the cash value of one share of General Mills common stock; the reported unit price was $49.64. Following the transaction the reporting person beneficially owns 50,189.091 shares (direct). The units are payable in cash at the end of the deferral period and may be transferred into alternative investments. The Form 4 was signed on behalf of Mr. Odland by Christopher A. Rauschl on 08/26/2025.

Positive

• Reporting person deferred cash retainer into 503 common stock units, documenting alignment with company performance.
• Units are convertible to cash at deferral end and may be moved into alternative investments, providing flexibility to the director.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director deferred cash compensation into 503 stock units, modestly increasing direct beneficial ownership.

The reported transaction is a routine deferral of a director cash retainer into common stock units under the company’s non-employee director deferred compensation plan. The acquisition of 503 units at $49.64 each is modest relative to the total reported direct holding of 50,189.091 shares and does not reflect an open-market purchase or sale. For investors, this filing documents compensation deferral mechanics and a small incremental increase in director-aligned economic exposure to the company’s stock value, with payout in cash at the end of the deferral period.

Corporate Governance Expert

TL;DR: Routine governance disclosure showing director used the deferred compensation plan to convert a cash retainer into stock units.

This Form 4 discloses a non-derivative acquisition that arises from the issuer’s deferred compensation arrangements for non-employee directors. The submission clearly states the units represent cash-settled rights to one share each and that the reporting person retains flexibility to move into alternative investments. The filing is timely and adheres to Section 16 reporting requirements; there are no indications of an unusual or material governance event.

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^*

ODLAND STEPHEN A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2025

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

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
Phantom Stock	(1)	08/24/2025		A		503		(1)	(1)	Common Stock	503	$49.64	50,189.091	D

Explanation of Responses:

1. Each common stock unit represents the right to receive the cash value of one share of General Mills, Inc. common stock. The reporting person deferred the receipt of a cash retainer under the Deferred Compensation Plan for Non-Employee Directors into common stock units, which are payable in cash at the end of the deferral period. The reporting person may transfer their common stock unit investment into an alternative investment at any time.

	By: Christopher A. Rauschl For: Stephen A Odland	08/26/2025
	** 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 transaction did Stephen A. Odland report on Form 4 for GIS?

He reported acquiring 503 phantom/common stock units on 08/24/2025 via deferral of a cash retainer under the Deferred Compensation Plan.

What does each common stock unit represent according to the filing?

Each unit represents the right to receive the cash value of one share of General Mills, Inc. common stock.

What price was reported for the units and how many shares does the reporting person beneficially own after the transaction?

The reported unit price was $49.64 and the reporting person beneficially owns 50,189.091 shares following the transaction.

When was the Form 4 signed and who signed it?

The Form 4 was signed on behalf of Stephen A. Odland by Christopher A. Rauschl on 08/26/2025.

Are the stock units payable in shares or cash?

The filing states the common stock units are payable in cash at the end of the deferral period.