Director Stephen Odland defers fees into General Mills (NYSE: GIS) phantom stock

Rhea-AI Filing Summary

GENERAL MILLS INC director Stephen A. Odland reported an acquisition of 551 phantom stock units tied to General Mills common stock value at a reference price of $45.36 per unit. After this grant/award, his direct holdings in these units total 52,596.08.

According to the deferred compensation plan for non-employee directors, he elected to defer a cash retainer into these common stock units. The units are payable in cash at the end of the deferral period, and he may shift this investment into an alternative option 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

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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)
02/22/2026

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)	02/22/2026		A		551		(1)	(1)	Common Stock	551	$45.36	52,596.08	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	02/24/2026
	** 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 did General Mills (GIS) director Stephen Odland report on this Form 4?

Stephen A. Odland reported acquiring 551 phantom stock units linked to General Mills common stock value at a reference price of $45.36 per unit. These units arise from deferring a cash retainer under the company’s Deferred Compensation Plan for Non-Employee Directors into common stock units.

How many phantom stock units does Stephen Odland hold after this General Mills (GIS) transaction?

After this transaction, Stephen A. Odland directly holds a total of 52,596.08 phantom stock units. These units reflect deferred compensation tied to the cash value of General Mills common stock, payable in cash at the end of the deferral period under the non-employee director plan.

Is Stephen Odland’s General Mills (GIS) Form 4 transaction a purchase or an award?

The filing classifies the transaction as a grant or award acquisition of phantom stock units, not an open-market share purchase. The units result from deferring a cash retainer into the Deferred Compensation Plan for Non-Employee Directors, rather than paying cash and then buying shares in the market.

What exactly are the phantom stock units reported by General Mills (GIS) director Stephen Odland?

Each phantom stock unit represents the right to receive the cash value of one share of General Mills common stock. The units are part of a deferred compensation arrangement for non-employee directors and are ultimately settled in cash, based on the company’s share value at payout.

Can Stephen Odland change his investment in the General Mills (GIS) phantom stock units?

Yes. The footnote explains that Stephen Odland may transfer his common stock unit investment into an alternative investment at any time. While the units track General Mills common stock value, this flexibility allows him to reallocate the deferred compensation within the plan before the deferral period ends.