GIS director Odland defers cash retainer into stock-based units

Rhea-AI Filing Summary

General Mills, Inc. (GIS) director Stephen A. Odland reported a compensation-related transaction involving deferred stock-based units. On 11/23/2025, he acquired 524 phantom stock (common stock) units at a reference price of $47.63 per unit 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, payable in cash at the end of the deferral period. After this transaction, Odland beneficially owned 51,365.074 derivative securities in the form of these units, held directly. The plan allows him to transfer his investment in the common stock units into an alternative investment at any time.

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)
11/23/2025

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)	11/23/2025		A		524		(1)	(1)	Common Stock	524	$47.63	51,365.074	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	11/25/2025
	** 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 insider transaction did GIS director Stephen A. Odland report?

Stephen A. Odland, a director of General Mills, Inc. (GIS), reported acquiring 524 phantom stock units tied to General Mills common stock on 11/23/2025 through a deferred compensation arrangement.

What are the phantom stock units reported in the GIS Form 4?

Each phantom stock unit represents the cash value of one share of General Mills common stock. These units are payable in cash at the end of the deferral period rather than in actual shares.

At what price were the 524 GIS phantom stock units recorded?

The 524 phantom stock units for General Mills, Inc. were recorded at a reference price of $47.63 per unit in the reported transaction.

How many derivative securities does the GIS director own after this transaction?

Following the reported transaction, Stephen A. Odland beneficially owned 51,365.074 derivative securities in the form of phantom stock units related to General Mills common stock, held directly.

What compensation plan was used for this GIS director’s deferred units?

The transaction reflects deferrals under the Deferred Compensation Plan for Non-Employee Directors, where the director deferred a cash retainer into phantom stock units linked to General Mills common stock.

Can the GIS director change his investment in the phantom stock units?

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