GIS Insider Filing: Kim Goodwin Converts Retainer to Phantom Stock Units

Rhea-AI Filing Summary

General Mills insider filing: Director Kim Goodwin reported a transaction on 08/24/2025 converting a deferred cash retainer into 503 phantom stock units tied to General Mills common stock. Each unit is recorded at a price of $49.64. After the transaction the filing shows the reporting person beneficially owns 1,794.149 shares (direct). The phantom stock units represent the right to receive the cash value of one share each and are payable in cash at the end of the deferral period; the reporting person may move those units into other investments at any time.

Insights

Financial Analyst

TL;DR: Routine director deferral converted to phantom stock units; modest increase in direct economic exposure without equity issuance.

The Form 4 documents a non‑derivative derivative-like transaction where a non‑employee director elected to defer a cash retainer into phantom stock units tied to the issuer's common stock value. This increases the director's direct economic exposure to the share price through cash‑settled units rather than issuing new shares or exercising options. There is no disclosure of a change to outstanding shares or material financing activity. For investors, this is an insider alignment signal but is not a material corporate event.

Corporate Governance Expert

TL;DR: Governance action: director used established deferred compensation plan; transaction is administrative and customary.

The filing indicates use of the Deferred Compensation Plan for Non‑Employee Directors to convert a cash retainer into common stock units payable in cash. The mechanics and explanation are consistent with standard board compensation practices and include the ability to transfer into alternative investments. The disclosure is clear on settlement terms and direct ownership reporting; it does not indicate any change in board composition, control, or related‑party arrangements.

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^*

GOODWIN C KIM

(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	1,794.149	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: Kim Goodwin	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 General Mills director Kim Goodwin report on Form 4 (GIS)?

The report shows Kim Goodwin converted a deferred cash retainer into 503 phantom stock units on 08/24/2025, tied to General Mills common stock.

How many shares does Kim Goodwin beneficially own after the reported transaction (GIS)?

The Form 4 states the reporting person beneficially owns 1,794.149 shares on a direct basis after the transaction.

What is the recorded price per unit in the Form 4 filing for General Mills (GIS)?

The filing shows a price of $49.64 associated with the reported units.

Are the phantom stock units payable in stock or cash according to the filing?

Each common stock unit represents the right to receive the cash value of one share and is payable in cash at the end of the deferral period.

Can the reporting person change the investment of the common stock units?

Yes. The filing states the reporting person may transfer their common stock unit investment into an alternative investment at any time.