通用磨坊美股招股说明书(2026-04-13版)

€1,000,000,000 4.750% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056€700,000,000 5.250% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 We are offering €1,000,000,000 aggregate principal amount of our 4.750% Series A fixed-to-fixed reset rate junior subordinated notes due July 16, 2056 (the “Series A notes”) and€700,000,000 aggregate principal amount of our 5.250% Series B fixed-to-fixed reset rate junior subordinated notes due July 16, 2056 (the “Series B notes” and, together with the Series Anotes, the “notes”). The Series A notes will bear interest from and including the date of original issuance to but excluding July 16, 2031 (the “Series A First Reset Date”) at an annual rate of 4.750%. Theinterest rate on the Series A notes will reset on the Series A First Reset Date and on each fifth anniversary thereof (each, a “Series A Reset Date”). The Series B notes will bear interest fromand including the date of original issuance to but excluding July 16, 2034 (the “Series B First Reset Date” and, together with the Series A First Reset Date, a “First Reset Date”) at an annualrate of 5.250%. The interest rate on the Series B notes will reset on the Series B First Reset Date and on each fifth anniversary thereof (each, a “Series B Reset Date” and, together with theSeries A Reset Dates, the “Reset Dates”). The period from and including a Reset Date to but excluding the next Reset Date is referred to herein as a “Reset Period.” During each Reset Period,the notes of each series will bear interest at an annual rate equal to (i)the Five-Year Swap Rate (as defined herein) as of the most recent Reset Determination Date (as defined herein) for suchseries,plus(ii)the Initial Margin for such series (which is 202.4 basis points (2.024 percentage points) in the case of the Series A notes and 239.0 basis points (2.390 percentage points) in thecase of the Series B notes),plus(iii)any applicable Step-Up Margin (which is 25.0 basis points (0.25percentage points) from and including the First Step Up Date to but excluding theSecond Step Up Date and 100.0 basis points (1.0percentage point) from and including the Second Step Up Date). The First Step Up Date is July 16, 2036 (in the case of the Series A notes)and July 16, 2039 (in the case of the Series B notes) (five years after the applicable First Reset Date) and the Second Step Up Date is July 16, 2051 (in the case of the SeriesA notes) and July16, 2054 (in the case of the Series B notes) (twenty years after the applicable First Reset Date). Additional interest may be payable in certain circumstances, as further described in thisprospectus supplement. Interest on the notes is payable annually in arrears on July 16 of each year, beginning on July 16, 2026, subject to our right to defer interest payments on either or both series of thenotes on one or more occasions for up to 10 consecutive years per deferral period as described in this prospectus supplement. Deferred interest payments with respect to a given series of thenotes will accumulate additional interest at a rate equal to the interest rate then applicable to that series of the notes, to the extent permitted by law.We may redeem the notes at any time and from time to time at the times and prices described in this prospectus supplement. The notes will be general unsecured obligations of General Mills, Inc. and will (i)rank junior in right of payment to all of our existing and future senior indebtedness (as definedherein), which may include senior subordinated indebtedness, (ii)rank equally with any future unsecured subordinated indebtedness that we may incur from time to time if the terms of suchindebtedness provide that it ranks equally with the notes in right of payment, and (iii)rank senior to any future unsecured subordinated indebtedness that we may incur from time to time if theterms of such indebtedness provide that it is subordinated to the notes in right of payment. The notes will be issued only in denominations of €100,000 and integral multiples of €1,000 inexcess thereof. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTSProspectus Supplement About This Prospectus SupplementIncorporation by ReferenceSummaryRisk FactorsCautionary Statement Regarding Forward-Looking StatementsUse of ProceedsDescription of the NotesMaterial United States Federal Income and Estate Tax ConsiderationsUnderwritingLegal MattersExperts Prospectus About This ProspectusRisk FactorsCautionary Statement Regarding Forward-Looking StatementsWhere You May Find More Information About General MillsAbout General MillsUse of ProceedsDescription of Debt SecuritiesDescription of Common StockPlan of DistributionValidity of Secur