UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2025

 

General Mills, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-01185		41-0274440
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
Number One General Mills Boulevard Minneapolis, Minnesota				55426
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (763) 764-7600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		GIS		New York Stock Exchange
0.125% Notes due 2025		GIS 25A		New York Stock Exchange
0.450% Notes due 2026		GIS 26		New York Stock Exchange
1.500% Notes due 2027		GIS 27		New York Stock Exchange
3.907% Notes due 2029		GIS 29		New York Stock Exchange
3.650% Notes due 2030		GIS 30A		New York Stock Exchange
3.850% Notes due 2034		GIS 34		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 8.01

Other Events.

On April 14, 2025, General Mills, Inc. (the “Company”) agreed to sell €750,000,000 aggregate principal amount of its 3.600% Notes due 2032 (the “Notes”) pursuant to the Underwriting Agreement, dated April 14, 2025 (the “Underwriting Agreement”), among the Company and Deutsche Bank AG, London Branch, Merrill Lynch International, Morgan Stanley & Co. International plc and the several underwriters named therein. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated April 17, 2025 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-283277). The sale of the Notes is expected to close on April 17, 2025, subject to customary closing conditions.

The purpose of this Current Report is to file with the Securities and Exchange Commission the Underwriting Agreement, the Officers’ Certificate and the opinion of Faegre Drinker Biddle & Reath LLP with respect to the validity of the Notes.

 

Item 9.01

Financial Statements and Exhibits.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 17, 2025