# General Mills (GIS) 10-Q SEC filing - Q3 FY2026

- Filed: Mar 18, 2026, 12:00 AM EDT
- Fiscal quarter: Q3 FY2026
- Calendar quarter: Q1 2026
- Accession: 0001628280-26-019398
- OpenCapital page: https://www.opencapital.sh/filings/0001628280-26-019398
- Markdown URL: https://www.opencapital.sh/filings/0001628280-26-019398.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/40704/0001628280-26-019398-index.htm

## Filing documents

- [10-Q (gis-20260222.htm)](https://www.sec.gov/Archives/edgar/data/40704/000162828026019398/gis-20260222.htm)

---

## 10-Q

SEC source: [gis-20260222.htm](https://www.sec.gov/Archives/edgar/data/40704/000162828026019398/gis-20260222.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 22, 2026

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________________ TO _________ 

Commission file number: 001-01185

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware 41-0274440

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

Number One General Mills Boulevard

Minneapolis, Minnesota 55426

(Address of principal executive offices) (Zip Code)

(763) 764-7600

(Registrant’s telephone number, including area code)

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

| Title of each class / Common Stock, $.10 par value | Trading Symbol(s) / GIS | Name of each exchangeon which registered / 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 |
| 3.600% Notes due 2032 | GIS 32 | New York Stock Exchange |
| 3.850% Notes due 2034 | GIS 34 | New York Stock Exchange |

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes  ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Number of shares of Common Stock outstanding as of March 11, 2026: 533,681,218 (excluding 220,932,110 shares held in the

treasury).

3

General Mills, Inc.

Table of Contents

Page

[PART I – Financial Information](#if122188975334225a63301a1cca3c87f_13)

[Item 1. Financial Statements](#if122188975334225a63301a1cca3c87f_13)

[Consolidated Statements of Earnings for the quarters and](#if122188975334225a63301a1cca3c87f_19)nine-month[periods ended](#if122188975334225a63301a1cca3c87f_19)February 22, 2026[and](#if122188975334225a63301a1cca3c87f_19)[#if122188975334225a63301a1cca3c87f_19](#if122188975334225a63301a1cca3c87f_19)  February 23, 2025 [4](#if122188975334225a63301a1cca3c87f_19)

[Consolidated Statements of Comprehensive Income for the quarters and](#if122188975334225a63301a1cca3c87f_25)nine-month[periods ended](#if122188975334225a63301a1cca3c87f_10)[#if122188975334225a63301a1cca3c87f_10](#if122188975334225a63301a1cca3c87f_10)  February 22, 2026[and](#if122188975334225a63301a1cca3c87f_19)February 23, 2025 [5](#if122188975334225a63301a1cca3c87f_25)

[Consolidated Balance Sheets as of](#if122188975334225a63301a1cca3c87f_28)February 22, 2026[and](#if122188975334225a63301a1cca3c87f_28)May 25, 2025 [6](#if122188975334225a63301a1cca3c87f_28)

[Consolidated Statements of Total Equity for the quarters and](#if122188975334225a63301a1cca3c87f_31)nine-month[periods ended](#if122188975334225a63301a1cca3c87f_31)February 22, 2026[#if122188975334225a63301a1cca3c87f_19](#if122188975334225a63301a1cca3c87f_19)  [and](#if122188975334225a63301a1cca3c87f_19)February 23, 2025 [7](#if122188975334225a63301a1cca3c87f_31)

[Consolidated Statements of Cash Flows for the](#if122188975334225a63301a1cca3c87f_34)nine-month[periods ended](#if122188975334225a63301a1cca3c87f_34)February 22, 2026[and](#if122188975334225a63301a1cca3c87f_19)[#if122188975334225a63301a1cca3c87f_19](#if122188975334225a63301a1cca3c87f_19)  February 23, 2025 [9](#if122188975334225a63301a1cca3c87f_34)

[Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#if122188975334225a63301a1cca3c87f_118) [23](#if122188975334225a63301a1cca3c87f_118)

[Item 3. Quantitative and Qualitative Disclosures About Market Risk](#if122188975334225a63301a1cca3c87f_160) [41](#if122188975334225a63301a1cca3c87f_160)

[Item 4. Controls and Procedures](#if122188975334225a63301a1cca3c87f_163) [42](#if122188975334225a63301a1cca3c87f_163)

[PART II – Other Information](#if122188975334225a63301a1cca3c87f_166)

[Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#if122188975334225a63301a1cca3c87f_169) [42](#if122188975334225a63301a1cca3c87f_169)

[Item 5. Other Information](#if122188975334225a63301a1cca3c87f_172) [42](#if122188975334225a63301a1cca3c87f_172)

[Item 6. Exhibits](#if122188975334225a63301a1cca3c87f_175) [43](#if122188975334225a63301a1cca3c87f_175)

[Signatures](#if122188975334225a63301a1cca3c87f_178) [44](#if122188975334225a63301a1cca3c87f_178)

4

PART I. FINANCIAL INFORMATION

## Item 1. Financial Statements.

Consolidated Statements of Earnings

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

| Line item | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Net sales | $4,436.7 | $4,842.2 | $13,815.0 | $14,930.4 |
| Cost of sales | 3,069.8 | 3,203.1 | 9,222.8 | 9,671.4 |
| Selling, general, and administrative expenses | 812.9 | 844.4 | 2,500.4 | 2,551.5 |
| Divestitures loss (gain), net | 5.0 | (95.9) | (1,049.4) | (95.9) |
| Restructuring, transformation, impairment, and other exit costs (recoveries) | 24.4 | (0.8) | 162.8 | 2.6 |
| Operating profit | 524.6 | 891.4 | 2,978.4 | 2,800.8 |
| Benefit plan non-service income | (15.3) | (13.9) | (46.1) | (41.6) |
| Interest, net | 128.4 | 136.3 | 387.1 | 384.5 |
| Earnings before income taxes and after-tax (loss) earnings from joint ventures | 411.5 | 769.0 | 2,637.4 | 2,457.9 |
| Income taxes | 99.9 | 152.4 | 654.7 | 504.6 |
| After-tax (loss) earnings from joint ventures | (6.1) | 14.4 | (58.9) | 63.6 |
| Net earnings, including earnings attributable to noncontrolling interests | 305.5 | 631.0 | 1,923.8 | 2,016.9 |
| Net earnings attributable to noncontrolling interests | 2.4 | 5.4 | 3.5 | 15.7 |
| Net earnings attributable to General Mills | $303.1 | $625.6 | $1,920.3 | $2,001.2 |
| Earnings per share – basic | $0.57 | $1.14 | $3.57 | $3.60 |
| Earnings per share – diluted | $0.56 | $1.12 | $3.56 | $3.57 |

See accompanying notes to consolidated financial statements.

5

Consolidated Statements of Comprehensive Income

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

| Line item | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Net earnings, including earnings attributable to noncontrolling interests | $305.5 | $631.0 | $1,923.8 | $2,016.9 |
| Other comprehensive income (loss), net of tax: |  |  |  |  |
| Foreign currency translation | 12.3 | 6.2 | (40.0) | (26.9) |
| Net actuarial gain (loss) | 3.8 | — | (3.7) | — |
| Other fair value changes: |  |  |  |  |
| Hedge derivatives | (1.5) | 1.1 | 6.6 | 4.3 |
| Reclassification to earnings: |  |  |  |  |
| Foreign currency translation | — | 33.9 | — | 33.9 |
| Hedge derivatives | 2.3 | (3.0) | (1.6) | (1.3) |
| Amortization of losses and prior service costs | 11.4 | 11.2 | 39.8 | 34.5 |
| Other comprehensive income, net of tax | 28.3 | 49.4 | 1.1 | 44.5 |
| Total comprehensive income | 333.8 | 680.4 | 1,924.9 | 2,061.4 |
| Comprehensive income attributable to noncontrolling interests | 2.7 | 5.4 | 3.8 | 14.9 |
| Comprehensive income attributable to General Mills | $331.1 | $675.0 | $1,921.1 | $2,046.5 |

See accompanying notes to consolidated financial statements.

6

Consolidated Balance Sheets

GENERAL MILLS, INC. AND SUBSIDIARIES

(In Millions, Except Par Value)

| Line item | Feb. 22, 2026 | May 25, 2025 |
| --- | --- | --- |
|  | (Unaudited) |  |
| ASSETS |  |  |
| Current assets: |  |  |
| Cash and cash equivalents | $785.5 | $363.9 |
| Receivables | 1,857.1 | 1,795.9 |
| Inventories | 1,755.7 | 1,910.8 |
| Prepaid expenses and other current assets | 490.3 | 464.7 |
| Assets held for sale | — | 740.4 |
| Total current assets | 4,888.6 | 5,275.7 |
| Land, buildings, and equipment | 3,492.1 | 3,632.6 |
| Goodwill | 15,634.4 | 15,622.4 |
| Other intangible assets | 7,030.1 | 7,081.4 |
| Other assets | 1,357.9 | 1,459.0 |
| Total assets | $32,403.1 | $33,071.1 |
| LIABILITIES AND EQUITY |  |  |
| Current liabilities: |  |  |
| Accounts payable | $3,634.4 | $4,009.5 |
| Current portion of long-term debt | 2,138.3 | 1,528.4 |
| Notes payable | 837.3 | 677.0 |
| Other current liabilities | 2,075.3 | 1,624.0 |
| Liabilities held for sale | — | 18.4 |
| Total current liabilities | 8,685.3 | 7,857.3 |
| Long-term debt | 10,992.1 | 12,673.2 |
| Deferred income taxes | 2,129.7 | 2,100.8 |
| Other liabilities | 1,239.0 | 1,228.6 |
| Total liabilities | 23,046.1 | 23,859.9 |
| Stockholders’ equity: |  |  |
| Common stock, 754.6 shares issued, $0.10 par value | 75.5 | 75.5 |
| Additional paid-in capital | 1,188.6 | 1,218.8 |
| Retained earnings | 22,525.4 | 21,917.8 |
| Common stock in treasury, at cost, shares of 220.9 and 212.2 | (11,902.0) | (11,467.9) |
| Accumulated other comprehensive loss | (2,544.2) | (2,545.0) |
| Total stockholders’ equity | 9,343.3 | 9,199.2 |
| Noncontrolling interests | 13.7 | 12.0 |
| Total equity | 9,357.0 | 9,211.2 |
| Total liabilities and equity | $32,403.1 | $33,071.1 |

See accompanying notes to consolidated financial statements.

7

Consolidated Statements of Total Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

| Line item | Quarter Ended / Feb. 22, 2026 / Shares | Quarter Ended / Feb. 22, 2026 / Amount | Quarter Ended / Feb. 23, 2025 / Shares | Quarter Ended / Feb. 23, 2025 / Amount |
| --- | --- | --- | --- | --- |
| Total equity, beginning balance |  | $9,328.8 |  | $9,449.2 |
| Common stock, 1 billion shares authorized, $0.10 par value | 754.6 | 75.5 | 754.6 | 75.5 |
| Additional paid-in capital: |  |  |  |  |
| Beginning balance |  | 1,170.9 |  | 1,182.0 |
| Stock compensation plans |  | (0.3) |  | (9.6) |
| Unearned compensation related to stock unit awards |  | (8.1) |  | 2.3 |
| Earned compensation |  | 26.1 |  | 20.2 |
| Ending balance |  | 1,188.6 |  | 1,194.9 |
| Retained earnings: |  |  |  |  |
| Beginning balance |  | 22,550.8 |  | 21,340.3 |
| Net earnings attributable to General Mills |  | 303.1 |  | 625.6 |
| Cash dividends declared ($0.61 and $0.60 per share) |  | (328.5) |  | (329.9) |
| Ending balance |  | 22,525.4 |  | 21,636.0 |
| Common stock in treasury: |  |  |  |  |
| Beginning balance | (221.0) | (11,908.6) | (202.4) | (10,873.3) |
| Shares purchased, including excise tax of $— and $2.9 million | — | (0.2) | (4.8) | (304.4) |
| Stock compensation plans | 0.1 | 6.8 | 0.1 | 8.9 |
| Ending balance | (220.9) | (11,902.0) | (207.1) | (11,168.8) |
| Accumulated other comprehensive loss: |  |  |  |  |
| Beginning balance |  | (2,572.2) |  | (2,523.8) |
| Comprehensive income |  | 28.0 |  | 49.4 |
| Ending balance |  | (2,544.2) |  | (2,474.4) |
| Noncontrolling interests: |  |  |  |  |
| Beginning balance |  | 12.4 |  | 248.5 |
| Comprehensive income |  | 2.7 |  | 5.4 |
| Distributions to noncontrolling interest holders |  | (1.4) |  | (4.5) |
| Ending balance |  | 13.7 |  | 249.4 |
| Total equity, ending balance |  | $9,357.0 |  | $9,512.6 |

See accompanying notes to consolidated financial statements.

8

Consolidated Statements of Total Equity

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions, Except per Share Data)

| Line item | Nine-Month Period Ended / Feb. 22, 2026 / Shares | Nine-Month Period Ended / Feb. 22, 2026 / Amount | Nine-Month Period Ended / Feb. 23, 2025 / Shares | Nine-Month Period Ended / Feb. 23, 2025 / Amount |
| --- | --- | --- | --- | --- |
| Total equity, beginning balance |  | $9,211.2 |  | $9,648.5 |
| Common stock, 1 billion shares authorized, $0.10 par value | 754.6 | 75.5 | 754.6 | 75.5 |
| Additional paid-in capital: |  |  |  |  |
| Beginning balance |  | 1,218.8 |  | 1,227.0 |
| Stock compensation plans |  | (20.1) |  | (18.9) |
| Unearned compensation related to stock unit awards |  | (75.0) |  | (79.4) |
| Earned compensation |  | 64.9 |  | 66.2 |
| Ending balance |  | 1,188.6 |  | 1,194.9 |
| Retained earnings: |  |  |  |  |
| Beginning balance |  | 21,917.8 |  | 20,971.8 |
| Net earnings attributable to General Mills |  | 1,920.3 |  | 2,001.2 |
| Cash dividends declared ($2.44 and $2.40 per share) |  | (1,312.7) |  | (1,337.0) |
| Ending balance |  | 22,525.4 |  | 21,636.0 |
| Common stock in treasury: |  |  |  |  |
| Beginning balance | (212.2) | (11,467.9) | (195.5) | (10,357.9) |
| Shares purchased, including excise tax of $4.4 and $7.7 million | (10.0) | (504.7) | (13.5) | (909.6) |
| Stock compensation plans | 1.3 | 70.6 | 1.9 | 98.7 |
| Ending balance | (220.9) | (11,902.0) | (207.1) | (11,168.8) |
| Accumulated other comprehensive loss: |  |  |  |  |
| Beginning balance |  | (2,545.0) |  | (2,519.7) |
| Comprehensive income |  | 0.8 |  | 45.3 |
| Ending balance |  | (2,544.2) |  | (2,474.4) |
| Noncontrolling interests: |  |  |  |  |
| Beginning balance |  | 12.0 |  | 251.8 |
| Comprehensive income |  | 3.8 |  | 14.9 |
| Distributions to noncontrolling interest holders |  | (2.1) |  | (17.3) |
| Ending balance |  | 13.7 |  | 249.4 |
| Total equity, ending balance |  | $9,357.0 |  | $9,512.6 |

See accompanying notes to consolidated financial statements.

9

Consolidated Statements of Cash Flows

GENERAL MILLS, INC. AND SUBSIDIARIES

(Unaudited) (In Millions)

| Line item | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- |
| Cash Flows - Operating Activities |  |  |
| Net earnings, including earnings attributable to noncontrolling interests | $1,923.8 | $2,016.9 |
| Adjustments to reconcile net earnings to net cash provided by operating activities: |  |  |
| Depreciation and amortization | 416.1 | 403.4 |
| After-tax loss (earnings) from joint ventures | 58.9 | (63.6) |
| Distributions of earnings from joint ventures | 32.9 | 30.9 |
| Stock-based compensation | 65.6 | 67.1 |
| Deferred income taxes | 139.4 | (13.5) |
| Pension and other postretirement benefit plan contributions | (21.3) | (23.0) |
| Pension and other postretirement benefit plan costs | (20.4) | (9.9) |
| Divestitures gain, net | (1,049.4) | (95.9) |
| Restructuring, transformation, impairment, and other exit costs (recoveries) | 109.1 | (3.4) |
| Changes in current assets and liabilities, excluding the effects of the acquisition and divestitures | (129.4) | 55.8 |
| Other, net | 88.9 | (58.2) |
| Net cash provided by operating activities | 1,614.2 | 2,306.6 |
| Cash Flows - Investing Activities |  |  |
| Purchases of land, buildings, and equipment | (355.5) | (405.1) |
| Acquisition, net of cash acquired | — | (1,417.3) |
| Proceeds from divestitures | 1,830.2 | 241.8 |
| Investments in affiliates, net | (40.6) | 6.6 |
| Proceeds from disposal of land, buildings, and equipment | 5.2 | 1.0 |
| Other, net | (6.4) | (5.6) |
| Net cash provided (used) by investing activities | 1,432.9 | (1,578.6) |
| Cash Flows - Financing Activities |  |  |
| Change in notes payable | 160.9 | 397.0 |
| Issuance of long-term debt | — | 1,500.0 |
| Payment of long-term debt | (1,279.7) | (500.0) |
| Proceeds from common stock issued on exercised options | 0.4 | 38.4 |
| Purchases of common stock for treasury | (500.3) | (901.9) |
| Dividends paid | (987.2) | (1,008.4) |
| Distributions to noncontrolling interest holders | (2.1) | (17.3) |
| Other, net | (36.4) | (117.5) |
| Net cash used by financing activities | (2,644.4) | (609.7) |
| Effect of exchange rate changes on cash and cash equivalents | 18.9 | (15.0) |
| Increase in cash and cash equivalents | 421.6 | 103.3 |
| Cash and cash equivalents - beginning of year | 363.9 | 418.0 |
| Cash and cash equivalents - end of period | $785.5 | $521.3 |
| Cash Flows from changes in current assets and liabilities, excluding the effects of the acquisition and divestitures: |  |  |
| Receivables | $(43.3) | $(95.7) |
| Inventories | 140.6 | 59.5 |
| Prepaid expenses and other current assets | (21.2) | 139.6 |
| Accounts payable | (350.4) | (136.7) |
| Other current liabilities | 144.9 | 89.1 |
| Changes in current assets and liabilities | $(129.4) | $55.8 |

See accompanying notes to consolidated financial statements.

10

GENERAL MILLS, INC. AND SUBSIDIARIES

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Background

The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, General Mills, or the Company) have been

prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information

and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures

required for comprehensive financial statements. In the opinion of management, all adjustments considered necessary for a fair

presentation have been included and are of a normal recurring nature, including the elimination of all intercompany transactions.

Operating results for the fiscal quarter ended February 22, 2026, are not necessarily indicative of the results that may be expected for

the fiscal year ending May 31, 2026.

These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual

Report on Form 10-K for the fiscal year ended May 25, 2025. The accounting policies used in preparing these Consolidated Financial

Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form 10-K.

Certain reclassifications to our previously reported financial information have been made to conform to the current period

presentation.

Certain terms used throughout this report are defined in the “Glossary” section below.

(2) Acquisition and Divestitures

During the first quarter of fiscal 2026, we completed the sale of our United States yogurt business to Groupe Lactalis S.A. and

recorded a pre-tax gain of $1,046.5 million.

During the third quarter of fiscal 2025, we completed the sale of our Canada yogurt business to Sodiaal International and recorded a

pre-tax gain of $95.9 million. In the first quarter of fiscal 2026, we recorded a sale price adjustment that resulted in a $7.9 million

increase to the pre-tax gain.

During the third quarter of fiscal 2025, we acquired NX Pet Holding, Inc., representing Whitebridge Pet Brands’ North American

premium cat feeding and pet treating business, for a purchase price of $1.4 billion (Whitebridge Pet Brands acquisition). We financed

the transaction with cash on hand and new debt. We consolidated Whitebridge Pet Brands into our Consolidated Balance Sheets and

recorded goodwill of $1,086.7 million, an indefinite-lived intangible asset for the Tiki Pets brand totaling $289.0 million, and a finite-

lived customer relationship asset of $31.0 million. The goodwill is included in the North America Pet segment and is not deductible

for tax purposes. The pro forma effects of this acquisition were not material. The consolidated results are reported in our North

America Pet operating segment on a one-month lag. In fiscal 2026, we recorded a $31.9 million decrease to goodwill, primarily related

to adjustments to certain purchase accounting liabilities upon finalization of income tax returns recorded in the second quarter of fiscal

2026.

On March 16, 2026, subsequent to the end of the third quarter of fiscal 2026, we entered into a definitive agreement to sell our

business in Brazil to Café Três Corações S.A. (3corações) for a base purchase price of R$800.0 million, subject to certain specified

deductions and customary post-closing adjustments. The sale is anticipated to close by the end of calendar 2026, subject to regulatory

approvals and other customary closing conditions. We expect to record a pre-tax loss on the sale, which will include the recognition of

accumulated foreign currency translation losses that totaled $622.1 million as of February 22, 2026. Additionally, as of February 22,

2026, we have $238.3 million of net deferred tax assets held in Brazil.

(3) Restructuring, Transformation, Impairment, and Other Exit Costs

Restructuring, transformation, and impairment charges (recoveries) were as follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Supply chain actions | $25.1 | $— | $75.4 | $— |
| Other intangible asset impairment | — | — | 52.9 | — |
| Charges (recoveries) associated with restructuring and transformation actions previously announced | 7.7 | (0.6) | 47.9 | 3.6 |
| Total | $32.8 | $(0.6) | $176.2 | $3.6 |

11

In the third quarter of fiscal 2026, we did not undertake any new restructuring or transformation actions. We recorded $25.1 million of

restructuring charges in the third quarter of fiscal 2026 and $75.4 million of restructuring charges in the nine-month period ended

February 22, 2026, related to the multi-year organizational initiative to increase the competitiveness of our supply chain approved in

the second quarter of fiscal 2026. In the third quarter of fiscal 2026, we increased the estimate of restructuring charges that we expect

to incur related to these supply chain actions due to the identification of additional opportunities. As a result, we expect to incur a total

of approximately $96 million of restructuring charges for this initiative, of which approximately $28 million will be cash. These

charges are expected to consist of approximately $66 million of asset write-offs and $30 million of other costs, including severance.

We expect these actions to be completed by the end of fiscal 2029.

We recorded $7.7 million of restructuring and transformation charges in the third quarter of fiscal 2026 and $47.9 million of

restructuring and transformation charges in the nine-month period ended February 22, 2026, related to actions previously announced.

We recorded a $0.6 million net recovery of restructuring charges in the third quarter of fiscal 2025 and $3.6 million of restructuring

charges in the nine-month period ended February 23, 2025, related to restructuring actions previously announced. We expect these

actions to be completed by the end of fiscal 2028.

We paid net $67.1 million of cash in the nine-month period ended February 22, 2026, related to restructuring and transformation

actions. We paid net $7.0 million of cash in the same period of fiscal 2025.

In the second quarter of fiscal 2026, we recorded a $52.9 million non-cash impairment charge related to our Uncle Toby’s brand

intangible asset. Please see Note 4 for additional information.

Restructuring, transformation, and impairment charges (recoveries) are recorded in our Consolidated Statements of Earnings as

follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Restructuring, transformation, impairment, and other exit costs (recoveries) | $24.4 | $(0.8) | $162.8 | $2.6 |
| Cost of sales | 8.4 | 0.2 | 13.4 | 1.0 |
| Total restructuring, transformation, and impairment charges (recoveries) | $32.8 | $(0.6) | $176.2 | $3.6 |

The roll forward of our restructuring, transformation, and other exit cost reserves, included in other current liabilities, is as follows:

| In Millions | Total |
| --- | --- |
| Reserve balance as of May 25, 2025 | $77.1 |
| Fiscal 2026 charges, including foreign currency translation | 4.7 |
| Utilized in fiscal 2026 | (28.8) |
| Reserve balance as of Feb. 22, 2026 | $53.0 |

The restructuring, transformation, and other exit cost reserves balance as of February 22, 2026, is primarily related to severance costs.

The charges recognized in the roll forward of our reserves for restructuring, transformation, and other exit costs do not include items

charged directly to expense (e.g., asset write-offs, asset impairment charges, and the gain or loss on the sale of restructured assets) and

other periodic exit costs recognized as incurred, as those items are not reflected in our restructuring, transformation, and other exit cost

reserves on our Consolidated Balance Sheets.

12

(4) Goodwill and Other Intangible Assets

The components of goodwill and other intangible assets are as follows:

| In Millions | Feb. 22, 2026 | May 25, 2025 |
| --- | --- | --- |
| Goodwill | $15,634.4 | $15,622.4 |
| Other intangible assets: |  |  |
| Intangible assets not subject to amortization: |  |  |
| Brands | 6,780.2 | 6,816.7 |
| Intangible assets subject to amortization: |  |  |
| Customer relationships and other finite-lived intangibles | 421.3 | 420.9 |
| Less accumulated amortization | (171.4) | (156.2) |
| Intangible assets subject to amortization, net | 249.9 | 264.7 |
| Other intangible assets | 7,030.1 | 7,081.4 |
| Total | $22,664.5 | $22,703.8 |

Based on the carrying value of finite-lived intangible assets as of February 22, 2026, annual amortization expense for each of the next

five fiscal years is estimated to be approximately $20 million.

The changes in the carrying amount of goodwill during the nine-month period ended February 22, 2026, were as follows:

| In Millions | North America Retail | North America Pet | North America Foodservice | International (a) | Corporate and Joint Ventures | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of May 25, 2025 | $6,323.5 | $7,149.5 | $755.5 | $951.7 | $442.2 | $15,622.4 |
| Divestiture | (4.7) | — | (0.2) | — | — | (4.9) |
| Purchase accounting adjustments | — | (31.9) | — | — | — | (31.9) |
| Other activity, primarily foreign currency translation | 0.3 | — | — | 33.1 | 15.4 | 48.8 |
| Balance as of Feb. 22, 2026 | $6,319.1 | $7,117.6 | $755.3 | $984.8 | $457.6 | $15,634.4 |

(a)The carrying amounts of goodwill within the International segment as of May 25, 2025, and February 22, 2026, were net of

accumulated impairment losses of $117.1 million. For additional information, see Note 6 to the Consolidated Financial Statements

included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025.

The changes in the carrying amount of other intangible assets during the nine-month period ended February 22, 2026, were as follows:

| In Millions | Total |
| --- | --- |
| Balance as of May 25, 2025 | $7,081.4 |
| Impairment charge | (52.9) |
| Other activity, primarily foreign currency translation and amortization | 1.6 |
| Balance as of Feb. 22, 2026 | $7,030.1 |

Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of

fiscal 2026. As a result of lower future sales and profitability projections for the business supporting our Uncle Toby’s brand

intangible asset, we determined that the fair value of the brand intangible asset no longer exceeded its carrying value and recorded a

$52.9 million non-cash impairment charge. We recorded the impairment charge in restructuring, transformation, impairment, and other

exit costs in our Consolidated Statements of Earnings. Our estimate of the fair value was determined based on a discounted cash flow

model using inputs which included our long-range cash flow projections for the business, the royalty rate, the weighted-average cost

of capital rate, and the tax rate. The fair value is a Level 3 asset in the fair value hierarchy.

All other intangible asset fair values were substantially in excess of the carrying values. In addition, while having significant coverage

as of our fiscal 2026 assessment date, the Progresso, Nudges, True Chews, and Kitano brand intangible assets had risk of decreasing

coverage. We will continue to monitor these businesses for potential impairment.

13

(5) Inventories

The components of inventories were as follows:

| In Millions | Feb. 22, 2026 | May 25, 2025 |
| --- | --- | --- |
| Finished goods | $1,755.7 | $1,883.9 |
| Raw materials and packaging | 493.9 | 460.0 |
| Grain | 107.2 | 112.5 |
| Excess of FIFO over LIFO cost | (601.1) | $(545.6) |
| Total | $1,755.7 | $1,910.8 |

(6) Risk Management Activities

Many commodities we use in the production and distribution of our products are exposed to market price risks. We utilize derivatives

to manage price risk for our principal ingredients and energy costs, including grains (oats, wheat, and corn), oils (principally soybean),

dairy products, natural gas, and diesel fuel. Our primary objective when entering into these derivative contracts is to achieve certainty

with regard to the future price of commodities purchased for use in our supply chain. We manage our exposures through a

combination of purchase orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options

and swaps. We offset our exposures based on current and projected market conditions and generally seek to acquire the inputs at as

close as possible to or below our planned cost.

We use derivatives to manage our exposure to changes in commodity prices. We do not perform the assessments required to achieve

hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded in cost

of sales in our Consolidated Statements of Earnings.

Although we do not meet the criteria for cash flow hedge accounting, we believe that these instruments are effective in achieving our

objective of providing certainty in the future price of commodities purchased for use in our supply chain. Accordingly, for purposes of

measuring segment operating performance, these gains and losses are reported in unallocated corporate items outside of segment

operating results until such time that the exposure we are managing affects earnings. At that time, we reclassify the gain or loss from

unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the

derivative without experiencing any resulting mark-to-market volatility, which remains in unallocated corporate items.

Unallocated corporate items for the quarters and nine-month periods ended February 22, 2026, and February 23, 2025, included:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Net gain (loss) on mark-to-market valuation of certain commodity positions | $14.7 | $16.0 | $9.4 | $(18.3) |
| Net loss on commodity positions reclassified from unallocated corporate items to segment operating profit | 1.8 | 7.3 | 1.6 | 43.6 |
| Net mark-to-market revaluation of certain grain inventories | 0.7 | (0.1) | 1.7 | (1.5) |
| Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items | $17.2 | $23.2 | $12.7 | $23.8 |

As of February 22, 2026, the net notional value of commodity derivatives was $140.5 million, of which $82.1 million related to

energy inputs and $58.4 million related to agricultural inputs. These contracts relate to inputs that generally will be utilized within the

next 12 months.

We also have net investments in foreign subsidiaries that are denominated in euros. As of February 22, 2026, we hedged a portion of

these investments with €3,645.1 million of euro-denominated bonds.

During the fourth quarter of fiscal 2025, we entered into a €750.0 million notional amount interest rate swap to convert our €750.0

million fixed-rate notes due April 17, 2032, to a floating rate.

During the second quarter of fiscal 2025, in advance of planned debt financing, we entered into $350.0 million of treasury locks. The

treasury locks were terminated during the second quarter of fiscal 2025, in conjunction with the Company’s issuance of $750.0 million

of fixed-rate notes due January 30, 2035. Upon termination, a gain of $0.1 million was recognized in AOCI and will be amortized

through interest expense over the respective term of the debt.

14

During the second quarter of fiscal 2025, we entered into a $750.0 million notional amount interest rate swap to convert our $750.0

million of fixed-rate notes due January 30, 2030, to a floating rate.

During the second quarter of fiscal 2025, our $500.0 million notional amount interest rate swap to convert our $500.0 million of fixed-

rate notes due November 18, 2025, to a floating rate was called by the counterparty prior to the maturity date. The previously existing

swap was designated as a fair value hedge, and concurrent with the swap being called, we ceased recording market value adjustments

to the associated hedged debt.

The fair values of the derivative positions used in our risk management activities and other assets recorded at fair value were not

material as of February 22, 2026, and were Level 1 or Level 2 assets and liabilities in the fair value hierarchy. We did not significantly

change our valuation techniques from prior periods.

We offer certain suppliers access to third-party services that allow them to view our scheduled payments online. The third-party

services also allow suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party.

We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third parties, or any

financial institutions concerning these services, including not providing any form of guarantee and not pledging assets as security to

the third parties or financial institutions. All of our accounts payable remain as obligations to our suppliers as stated in our supplier

agreements. As of February 22, 2026, $1,380.5 million of our total accounts payable were payable to suppliers who utilize these third-

party services. As of May 25, 2025, $1,427.5 million of our total accounts payable were payable to suppliers who utilize these third-

party services.

(7) Debt

The components of notes payable and their respective weighted-average interest rates were as follows:

| In Millions | Feb. 22, 2026 / Notes Payable | Feb. 22, 2026 / Weighted- Average Interest Rate | May 25, 2025 / Notes Payable | May 25, 2025 / Weighted- Average Interest Rate |
| --- | --- | --- | --- | --- |
| U.S. commercial paper | $832.6 | 3.7% | $669.4 | 4.5% |
| Financial institutions | 4.7 | 4.0 | 7.6 | 5.8 |
| Total | $837.3 | 3.7% | $677.0 | 4.5% |

To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States

and Europe.

The following table details the credit facilities and lines of credit we had available as of February 22, 2026:

| In Millions | Borrowing Capacity | Borrowed Amount |
| --- | --- | --- |
| Committed credit facility expiring October 2029 | $2,700.0 | $— |
| Uncommitted credit facilities and lines of credit | 776.8 | 4.7 |
| Total | $3,476.8 | $4.7 |

The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least 2.5 times. We were

in compliance with all credit facility covenants as of February 22, 2026.

Long-Term Debt

The fair values and carrying amounts of long-term debt, including the current portion, were $12,848.4 million and $13,130.4 million,

respectively, as of February 22, 2026. The fair value of long-term debt was estimated using market quotations and discounted cash

flows based on our current incremental borrowing rates for similar types of instruments. Long-term debt is a Level 2 liability in the

fair value hierarchy.

In the third quarter of fiscal 2026, we repaid €600.0 million of 0.45 percent fixed-rate notes due January 15, 2026, using proceeds

from the issuance of commercial paper and cash on hand.

In the second quarter of fiscal 2026, we repaid  €500.0 million of 0.125 percent fixed-rate notes due November 15, 2025, with cash on

hand.

15

In the fourth quarter of fiscal 2025, we issued €750.0 million of 3.6 percent fixed-rate notes due April 17, 2032. We used the net

proceeds to repay $800.0 million of 4.0 percent fixed-rate notes due April 17, 2025, and a portion of our outstanding commercial

paper, as well as for general corporate purposes.

In the third quarter of fiscal 2025, we repaid $500.0 million of 5.241 percent fixed-rate notes due November 18, 2025, using proceeds

from the issuance of commercial paper.

In the second quarter of fiscal 2025, we issued $750.0 million of 4.875 percent fixed-rate notes due January 30, 2030. We used the net

proceeds to fund the Whitebridge Pet Brands acquisition.

In the second quarter of fiscal 2025, we issued $750.0 million of 5.25 percent fixed-rate notes due January 30, 2035. We used the net

proceeds to fund the Whitebridge Pet Brands acquisition.

In the second quarter of fiscal 2025, we issued €250.0 million of floating-rate notes due April 22, 2026. We used the net proceeds to

repay €250.0 million of floating-rate notes due November 8, 2024.

In the second quarter of fiscal 2025, we issued €500.0 million of floating-rate notes due October 22, 2026. We used the net proceeds to

repay €500.0 million of floating-rate notes due November 8, 2024.

Certain of our long-term debt agreements contain restrictive covenants. As of February 22, 2026, we were in compliance with all of

these covenants.

(8) Noncontrolling Interest

During the fourth quarter of fiscal 2025, we purchased the outstanding General Mills Cereals, LLC (GMC) Class A limited

membership interests (GMC Class A Interests) from the third-party holder for $252.8 million. The GMC Class A Interests represented

our principal noncontrolling interest. The third-party holder of the GMC Class A Interests received quarterly preferred distributions

from available net income based on the application of a floating preferred return rate to the holder’s capital account balance

established in the most recent mark-to-market valuation. On June 1, 2024, the floating preferred return rate was reset to the sum of the

three-month Term SOFR plus 261 basis points.

(9) Stockholders’ Equity

The following tables provide details of total comprehensive income:

| In Millions | Quarter Ended / Feb. 22, 2026 / General Mills / Pretax | Quarter Ended / Feb. 22, 2026 / General Mills / Tax | Quarter Ended / Feb. 22, 2026 / General Mills / Net | Quarter Ended / Feb. 22, 2026 / Noncontrolling Interests / Net | Quarter Ended / Feb. 23, 2025 / General Mills / Pretax | Quarter Ended / Feb. 23, 2025 / General Mills / Tax | Quarter Ended / Feb. 23, 2025 / General Mills / Net | Quarter Ended / Feb. 23, 2025 / Noncontrolling Interests / Net |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net earnings, including earnings attributable to noncontrolling interests |  |  | $303.1 | $2.4 |  |  | $625.6 | $5.4 |
| Other comprehensive income (loss): |  |  |  |  |  |  |  |  |
| Foreign currency translation | $(14.1) | $26.1 | 12.0 | 0.3 | $2.5 | $3.7 | 6.2 | — |
| Net actuarial gain | 3.8 | — | 3.8 | — | — | — | — | — |
| Other fair value changes: |  |  |  |  |  |  |  |  |
| Hedge derivatives | (1.4) | (0.1) | (1.5) | — | 2.3 | (1.2) | 1.1 | — |
| Reclassification to earnings: |  |  |  |  |  |  |  |  |
| Foreign currency translation (a) | — | — | — | — | 33.9 | — | 33.9 | — |
| Hedge derivatives (b) | 0.6 | 1.7 | 2.3 | — | (3.7) | 0.7 | (3.0) | — |
| Amortization of losses and prior service costs (c) | 14.6 | (3.2) | 11.4 | — | 14.1 | (2.9) | 11.2 | — |
| Other comprehensive income | $3.5 | $24.5 | 28.0 | 0.3 | $49.1 | $0.3 | 49.4 | — |
| Total comprehensive income |  |  | $331.1 | $2.7 |  |  | $675.0 | $5.4 |

(a) Loss reclassified from AOCI into earnings is reported in divestitures loss (gain), net.

(b) Loss (gain) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and selling, general, and administrative (SG&A) expenses for

foreign exchange contracts.

(c) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.

16

| In Millions | Nine-Month Period Ended / Feb. 22, 2026 / General Mills / Pretax | Nine-Month Period Ended / Feb. 22, 2026 / General Mills / Tax | Nine-Month Period Ended / Feb. 22, 2026 / General Mills / Net | Nine-Month Period Ended / Feb. 22, 2026 / Noncontrolling Interests / Net | Nine-Month Period Ended / Feb. 23, 2025 / General Mills / Pretax | Nine-Month Period Ended / Feb. 23, 2025 / General Mills / Tax | Nine-Month Period Ended / Feb. 23, 2025 / General Mills / Net | Nine-Month Period Ended / Feb. 23, 2025 / Noncontrolling Interests / Net |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net earnings, including earnings attributable to noncontrolling interests |  |  | $1,920.3 | $3.5 |  |  | $2,001.2 | $15.7 |
| Other comprehensive (loss) income: |  |  |  |  |  |  |  |  |
| Foreign currency translation | $(83.4) | $43.1 | (40.3) | 0.3 | $9.5 | $(35.6) | (26.1) | (0.8) |
| Net actuarial loss | (3.7) | — | (3.7) | — | — | — | — | — |
| Other fair value changes: |  |  |  |  |  |  |  |  |
| Hedge derivatives | 8.8 | (2.2) | 6.6 | — | 6.6 | (2.3) | 4.3 | — |
| Reclassification to earnings: |  |  |  |  |  |  |  |  |
| Foreign currency translation (a) | — | — | — | — | 33.9 | — | 33.9 | — |
| Hedge derivatives (b) | (2.6) | 1.0 | (1.6) | — | (2.9) | 1.6 | (1.3) | — |
| Amortization of losses and prior service costs (c) | 50.4 | (10.6) | 39.8 | — | 43.2 | (8.7) | 34.5 | — |
| Other comprehensive income (loss) | $(30.5) | $31.3 | 0.8 | 0.3 | $90.3 | $(45.0) | 45.3 | (0.8) |
| Total comprehensive income |  |  | $1,921.1 | $3.8 |  |  | $2,046.5 | $14.9 |

(a) Loss reclassified from AOCI into earnings is reported in divestitures loss (gain), net.

(b) Gain reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and selling, general, and administrative (SG&A) expenses for foreign

exchange contracts.

(c) Loss reclassified from AOCI into earnings is reported in benefit plan non-service income. In the second quarter of fiscal 2026, a $6.7 million loss related to a curtailment was reclassified

from AOCI into earnings and is reported in Restructuring, transformation, impairment, and other exit costs (recoveries) in our Consolidated Statements of Earnings.

Accumulated other comprehensive loss balances, net of tax effects, were as follows:

| In Millions | Feb. 22, 2026 | May 25, 2025 |
| --- | --- | --- |
| Foreign currency translation adjustments | $(917.0) | $(876.7) |
| Unrealized loss from hedge derivatives | (2.4) | (7.4) |
| Pension, other postretirement, and postemployment benefits: |  |  |
| Net actuarial loss | (1,678.7) | (1,726.8) |
| Prior service credits | 53.9 | 65.9 |
| Accumulated other comprehensive loss | $(2,544.2) | $(2,545.0) |

(10) Stock Plans

We have various stock-based compensation programs under which awards, including stock options, restricted stock, restricted stock

units, and performance awards, may be granted to employees and non-employee directors. These programs and related accounting are

described in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended

May 25, 2025.

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Compensation expense related to stock-based payments | $26.3 | $20.5 | $65.6 | $67.1 |

Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings includes amounts

recognized in restructuring, transformation, impairment, and other exit costs in fiscal 2026.

Windfall (shortfall) tax benefits from stock-based payments in income tax expense in our Consolidated Statements of Earnings were as

follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Windfall (shortfall) tax benefits from stock-based payments | $0.4 | $1.1 | $(1.2) | $5.9 |

As of February 22, 2026, unrecognized compensation expense related to non-vested stock options, restricted stock units, and

performance share units was $138.5 million. This expense will be recognized over 24 months on average.

17

Net cash proceeds from the exercise of stock options less shares used for withholding taxes and the intrinsic value of options exercised

were as follows:

| In Millions | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- |
| Net cash proceeds | $0.4 | $38.4 |
| Intrinsic value of options exercised | $— | $11.0 |

We estimate the fair value of each option on the grant date using a Black-Scholes option-pricing model, which requires us to make

predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We

estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of

volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We also have considered, but did

not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than

6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions

is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year

ended May 25, 2025.

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as

follows:

| Line item | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- |
| Estimated fair values of stock options granted | $9.45 | $13.26 |
| Assumptions: |  |  |
| Risk-free interest rate | 4.2% | 4.5% |
| Expected term | 8.0 years | 8.5 years |
| Expected volatility | 22.3% | 21.6% |
| Dividend yield | 4.7% | 3.8% |

The total grant date fair value of restricted stock unit awards that vested during the period was as follows:

| In Millions | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- |
| Total grant date fair value | $109.2 | $111.3 |

(11) Earnings Per Share

Basic and diluted earnings per share (EPS) were calculated using the following:

| In Millions, Except per Share Data | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Net earnings attributable to General Mills | $303.1 | $625.6 | $1,920.3 | $2,001.2 |
| Average number of common shares – basic EPS | 536.6 | 552.6 | 538.1 | 556.6 |
| Incremental share effect from: (a) |  |  |  |  |
| Stock options | — | 1.0 | 0.1 | 1.4 |
| Restricted stock units and performance share units | 0.7 | 1.4 | 1.0 | 1.8 |
| Average number of common shares – diluted EPS | 537.3 | 555.0 | 539.2 | 559.8 |
| Earnings per share – basic | $0.57 | $1.14 | $3.57 | $3.60 |
| Earnings per share – diluted | $0.56 | $1.12 | $3.56 | $3.57 |

(a)Incremental shares from stock options, restricted stock units, and performance share units are computed by the treasury stock

method. Stock options, restricted stock units, and performance share units excluded from our computation of diluted EPS because

they were not dilutive were as follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Anti-dilutive stock options, restricted stock units, and performance share units | 12.4 | 5.3 | 11.6 | 4.7 |

18

(12) Share Repurchases

Share repurchases were as follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Shares of common stock | — | 4.8 | 10.0 | 13.5 |
| Aggregate purchase price | $0.2 | $304.4 | $504.7 | $909.6 |

During the first quarter of fiscal 2026, we entered into two accelerated share repurchase (ASR) agreements with an unrelated third-

party financial institution to repurchase an aggregate of $500.0 million of our shares of common stock. Under the ASR agreements, we

paid an aggregate of $500.0 million and received an initial delivery of 7.5 million shares of our common stock in the first quarter of

fiscal 2026.

The first ASR agreement was settled in the first quarter of fiscal 2026 with a final delivery of 1.2 million additional shares. The second

ASR agreement was settled in the second quarter of fiscal 2026 with a final delivery of 1.3 million additional shares. We received a

total of 10.0 million shares at an average price of $49.92, not including costs of execution or excise tax, under the ASR agreements.

(13) Statements of Cash Flows

Our Consolidated Statements of Cash Flows include the following:

| In Millions | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- |
| Net cash interest payments | $375.2 | $302.2 |
| Net income tax payments | $346.6 | $444.6 |

(14) Retirement and Postemployment Benefits

Components of net periodic benefit expense (income) are as follows:

| In Millions | Defined Benefit Pension Plans / Quarter Ended / Feb. 22, 2026 | Defined Benefit Pension Plans / Quarter Ended / Feb. 23, 2025 | Other Postretirement Benefit Plans / Quarter Ended / Feb. 22, 2026 | Other Postretirement Benefit Plans / Quarter Ended / Feb. 23, 2025 | Postemployment Benefit Plans / Quarter Ended / Feb. 22, 2026 | Postemployment Benefit Plans / Quarter Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Service cost | $10.6 | $12.9 | $0.6 | $1.0 | $1.8 | $1.8 |
| Interest cost | 72.8 | 76.6 | 4.2 | 5.3 | 0.8 | 1.0 |
| Expected return on plan assets | (101.3) | (104.9) | (8.4) | (9.0) | — | — |
| Amortization of losses (gains) | 26.2 | 25.0 | (6.4) | (5.1) | 0.1 | (0.3) |
| Amortization of prior service costs (credits) | 0.3 | 0.3 | (5.3) | (5.5) | (0.3) | (0.3) |
| Other adjustments | — | — | — | — | 2.0 | 3.0 |
| Net expense (income) | $8.6 | $9.9 | $(15.3) | $(13.3) | $4.4 | $5.2 |

19

| In Millions | Defined Benefit Pension Plans / Nine-Month Period Ended / Feb. 22, 2026 | Defined Benefit Pension Plans / Nine-Month Period Ended / Feb. 23, 2025 | Other Postretirement Benefit Plans / Nine-Month Period Ended / Feb. 22, 2026 | Other Postretirement Benefit Plans / Nine-Month Period Ended / Feb. 23, 2025 | Postemployment Benefit Plans / Nine-Month Period Ended / Feb. 22, 2026 | Postemployment Benefit Plans / Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Service cost | $31.5 | $38.8 | $1.8 | $3.2 | $5.2 | $5.3 |
| Interest cost | 218.5 | 230.0 | 12.6 | 15.9 | 2.6 | 3.0 |
| Expected return on plan assets | (303.9) | (314.9) | (25.2) | (26.9) | — | — |
| Amortization of losses (gains) | 78.7 | 75.0 | (19.4) | (15.4) | 0.2 | — |
| Amortization of prior service costs (credits) | 0.9 | 1.0 | (15.9) | (16.6) | (0.8) | (0.8) |
| Other adjustments | — | — | — | — | 6.1 | 8.1 |
| Curtailment loss (gain) | 6.7 | — | (0.5) | — | — | — |
| Net expense (income) | $32.4 | $29.9 | $(46.6) | $(39.8) | $13.3 | $15.6 |

(15) Income Taxes

On July 4, 2025, legislation known as the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA makes changes to

the United States corporate income tax system, including, among other provisions, the immediate expensing of research and

development expenditures, and 100 percent bonus depreciation on qualified property. The impacts of the OBBBA are reflected in our

results for the nine-month period ended February 22, 2026, and there was no material impact to our income tax expense. As of the

nine-month period ended February 22, 2026, we expect certain provisions of the OBBBA will change the timing of cash tax payments

in the current fiscal year and future periods.

In December 2021, the Organization for Economic Cooperation and Development (OECD) established a framework, referred to as

Pillar 2, designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each

jurisdiction in which they operate. Numerous countries have already enacted the OECD model rules effective for taxable years

beginning after December 31, 2023, which for us was fiscal 2025. There was no material impact on our consolidated financial

statements. Several other countries have enacted or drafted legislation that is not yet effective for us, and we do not expect this

legislation to have a material impact on our consolidated financial statements. We will continue to monitor for new legislation and

guidance and evaluate potential impact on our consolidated financial statements.

During the second quarter of fiscal 2024, we received a notice of proposed adjustment from the Internal Revenue Service associated

with a capital loss from fiscal 2019. We believe that we have meritorious defenses against this assessment and will vigorously defend

our position. We do not expect the resolution of the proposed adjustment to have a material impact on our financial position or

liquidity.

(16) Business Segment and Geographic Information

We operate in the packaged foods industry. Our operating segments are as follows: North America Retail, International, North

America Pet, and North America Foodservice.

Our North America Retail operating segment reflects business with a wide variety of grocery stores, mass merchandisers, membership

stores, natural food chains, drug, dollar and discount chains, convenience stores, and e-commerce grocery providers. Our product

categories in this business segment include ready-to-eat cereals, soup, meal kits, refrigerated and frozen dough products, dessert and

baking mixes, frozen pizza and pizza snacks, snack bars, fruit snacks, savory snacks, and a wide variety of organic products including

ready-to-eat cereal, frozen vegetables, meal kits, fruit snacks, and snack bars.

Our International operating segment consists of retail and foodservice businesses outside of the United States and Canada. Our product

categories include super-premium ice cream and frozen desserts, meal kits, salty snacks, snack bars, dessert and baking mixes, shelf-

stable vegetables, and pet food products. We also sell super-premium ice cream and frozen desserts directly to consumers through

owned retail shops. Our International segment also includes products manufactured in the United States for export, mainly to

Caribbean and Latin American markets, as well as products we manufacture for sale to our international joint ventures. Revenues from

export activities are reported in the region or country where the end customer is located.

Our North America Pet operating segment includes pet food products sold primarily in the United States and Canada in national pet

superstore chains, e-commerce retailers, grocery stores, regional pet store chains, mass merchandisers, and veterinary clinics and

hospitals. Our product categories include dog and cat food (dry foods, wet foods, fresh foods, and treats) made with whole meats,

fruits, vegetables, and other high-quality natural ingredients. Our tailored pet product offerings address specific dietary, lifestyle, and

20

life-stage needs and span different product types, diet types, breed sizes for dogs, life-stages, flavors, product functions, and textures

and cuts for wet and fresh foods.

Our North America Foodservice segment consists of foodservice businesses in the United States and Canada. Our major product

categories in our North America Foodservice operating segment are ready-to-eat cereals, snacks, frozen meals, unbaked and fully

baked frozen dough products, baking mixes, and bakery flour. Many products we sell are branded to the consumer and nearly all are

branded to our customers. We sell to distributors and operators in many customer channels including foodservice, vending, and

supermarket bakeries.

Our chief operating decision maker (CODM) is the Chairman of the Board and Chief Executive Officer. The CODM predominantly

uses segment operating profit in the annual planning process which includes segment operating profit performance targets. The

CODM assesses progress against performance targets by comparing segment operating profit actual-to-plan variances on a monthly

basis. The performance assessment completed by the CODM is used to determine whether resource allocations require adjustment and

contributes to the determination of incentive compensation.

Operating profit for these segments excludes unallocated corporate items, gain or loss on divestitures, and restructuring,

transformation, impairment, and other exit costs. Results from certain businesses managed by our Strategic Growth Office are

included within corporate and other net sales and unallocated corporate items within operating profit. Unallocated corporate items also

include corporate overhead expenses, variances to planned North American employee benefits and incentives, certain charitable

contributions, restructuring initiative project-related costs, gains and losses on corporate investments, and other items that are not part

of our measurement of segment operating performance. These include gains and losses arising from the revaluation of certain grain

inventories and gains and losses from mark-to-market valuation of certain commodity positions until passed back to our operating

segments. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of

segment profitability reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and

distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result,

fixed assets and depreciation and amortization expenses are neither maintained nor available by operating segment.

Our operating segment results were as follows:

_Quarter Ended February 22, 2026_

| In Millions | North America Retail | International | North America Pet | North America Foodservice | Total |
| --- | --- | --- | --- | --- | --- |
| Segment net sales | $2,596.4 | $696.3 | $640.5 | $496.4 | $4,429.6 |
| Corporate and other net sales |  |  |  |  | 7.1 |
| Total net sales |  |  |  |  | $4,436.7 |
| Cost of sales | 1,758.9 | 526.7 | 400.9 | 397.9 |  |
| Selling, general, and administrative expenses | 401.4 | 136.0 | 136.8 | 42.2 |  |
| Segment operating profit | $436.1 | $33.6 | $102.8 | $56.3 | $628.8 |
| Unallocated corporate items |  |  |  |  | 74.8 |
| Divestiture loss |  |  |  |  | 5.0 |
| Restructuring, transformation, impairment, and other exit costs |  |  |  |  | 24.4 |
| Operating profit |  |  |  |  | $524.6 |

21

_Quarter Ended February 23, 2025_

| In Millions | North America Retail | International | North America Pet | North America Foodservice | Total |
| --- | --- | --- | --- | --- | --- |
| Segment net sales | $3,009.1 | $651.3 | $623.7 | $555.3 | $4,839.4 |
| Corporate and other net sales |  |  |  |  | 2.8 |
| Total net sales |  |  |  |  | $4,842.2 |
| Cost of sales | 1,926.5 | 493.6 | 386.3 | 430.7 |  |
| Selling, general, and administrative expenses | 434.5 | 139.7 | 135.2 | 42.3 |  |
| Segment operating profit | $648.1 | $18.0 | $102.2 | $82.3 | $850.6 |
| Unallocated corporate items |  |  |  |  | 55.9 |
| Divestiture gain |  |  |  |  | (95.9) |
| Restructuring, transformation, impairment, and other exit recoveries |  |  |  |  | (0.8) |
| Operating profit |  |  |  |  | $891.4 |

_Nine-Month Period Ended February 22, 2026_

| In Millions | North America Retail | International | North America Pet | North America Foodservice | Total |
| --- | --- | --- | --- | --- | --- |
| Segment net sales | $8,105.2 | $2,185.4 | $1,910.9 | $1,594.9 | $13,796.4 |
| Corporate and other net sales |  |  |  |  | 18.6 |
| Total net sales |  |  |  |  | $13,815.0 |
| Cost of sales | 5,218.1 | 1,606.8 | 1,163.7 | 1,233.7 |  |
| Selling, general, and administrative expenses | 1,204.5 | 450.9 | 408.4 | 129.5 |  |
| Segment operating profit | $1,682.6 | $127.7 | $338.8 | $231.7 | $2,380.8 |
| Unallocated corporate items |  |  |  |  | 289.0 |
| Divestitures gain, net |  |  |  |  | (1,049.4) |
| Restructuring, transformation, impairment, and other exit costs |  |  |  |  | 162.8 |
| Operating profit |  |  |  |  | $2,978.4 |

_Nine-Month Period Ended February 23, 2025_

| In Millions | North America Retail | International | North America Pet | North America Foodservice | Total |
| --- | --- | --- | --- | --- | --- |
| Segment net sales | $9,347.2 | $2,058.9 | $1,795.6 | $1,721.5 | $14,923.2 |
| Corporate and other net sales |  |  |  |  | 7.2 |
| Total net sales |  |  |  |  | $14,930.4 |
| Cost of sales | 5,786.8 | 1,562.4 | 1,066.0 | 1,318.4 |  |
| Selling, general, and administrative expenses | 1,304.3 | 433.8 | 368.7 | 130.8 |  |
| Segment operating profit | $2,256.1 | $62.7 | $360.9 | $272.3 | $2,952.0 |
| Unallocated corporate items |  |  |  |  | 244.5 |
| Divestiture gain |  |  |  |  | (95.9) |
| Restructuring, transformation, impairment, and other exit costs |  |  |  |  | 2.6 |
| Operating profit |  |  |  |  | $2,800.8 |

22

Net sales for our North America Retail operating units were as follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| U.S. Meals & Baking Solutions | $1,091.8 | $1,130.4 | $3,326.0 | $3,404.6 |
| Big G Cereal & Canada (a) | 743.4 | 1,060.7 | 2,389.8 | 3,371.0 |
| U.S. Snacks | 761.2 | 818.0 | 2,389.4 | 2,571.6 |
| Total | $2,596.4 | $3,009.1 | $8,105.2 | $9,347.2 |

(a) Upon completion of the United States yogurt business divestiture, the former U.S. Morning Foods and Canada operating units were

combined into a new Big G Cereal & Canada operating unit. Prior period amounts have been recast to conform to the current

period presentation. This did not result in a change to the composition of our reportable segments or information reviewed by our

CODM.

Net sales by class of similar products were as follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- |
| Snacks | $962.6 | $996.0 | $3,030.2 | $3,157.8 |
| Cereal | 762.7 | 762.8 | 2,321.1 | 2,385.4 |
| Convenient meals | 730.3 | 754.1 | 2,208.1 | 2,228.1 |
| Pet | 678.1 | 651.7 | 2,019.8 | 1,880.1 |
| Dough | 618.6 | 647.5 | 1,854.6 | 1,887.9 |
| Baking mixes and ingredients | 476.1 | 467.5 | 1,480.1 | 1,501.8 |
| Super-premium ice cream | 147.7 | 137.5 | 544.9 | 514.0 |
| Yogurt | — | 333.1 | 102.0 | 1,082.8 |
| Other | 60.6 | 92.0 | 254.2 | 292.5 |
| Total | $4,436.7 | $4,842.2 | $13,815.0 | $14,930.4 |

23

## Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

INTRODUCTION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in

conjunction with the MD&A included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2025, for important

background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business

are set forth in italics herein. Certain terms used throughout this report are defined in the “Glossary” section below.

Our key priorities in fiscal 2026 are to return North America Retail to volume growth, accelerate North America Pet growth with an

expanded portfolio, and drive efficiencies to reinvest in growth. We expect category growth to be below our long-term projections,

reflecting less benefit from net price realization and mix amid a continued challenging consumer backdrop. To strengthen our

categories and market share performance, we plan to increase investment in consumer value, product news, innovation, and brand

building, guided by our remarkable experience framework. This included a significant strategic investment to launch Blue Buffalo into

the fast-growing United States fresh pet food sub-category in calendar 2025. We expect the combination of these growth investments,

input cost inflation, and normalization of corporate incentive will outpace expected Holistic Margin Management cost savings of 5

percent of cost of goods sold, savings from our global transformation initiative, and benefits from a 53rd week in fiscal 2026. In

addition, we expect the net impact of the divestitures of our North American yogurt businesses and the Whitebridge Pet Brands

acquisition will reduce adjusted operating profit growth by approximately 5 points in fiscal 2026.

CONSOLIDATED RESULTS OF OPERATIONS

Third Quarter Results

In the third quarter of fiscal 2026, net sales decreased 8 percent, including the net impact of the divestitures of our North American

yogurt businesses (Divestitures) and the acquisition of Whitebridge Pet Brands (Acquisition). Organic net sales decreased 3 percent

compared to the same period last year. Operating profit decreased 41 percent to $525 million, primarily driven by higher input costs, a

decrease in contributions from volume growth, a gain on divestiture related to the sale of our Canada yogurt business recorded in the

third quarter of fiscal 2025, and higher restructuring and transformation costs, partially offset by favorable net price realization and

mix and higher transaction costs recorded in fiscal 2025 related to the Divestitures and Acquisition. Operating profit margin of 11.8

percent decreased 660 basis points. Adjusted operating profit of $547 million decreased 32 percent on a constant-currency basis,

including the net impact of the Divestitures and Acquisition, primarily driven by higher input costs and a decrease in contributions

from volume growth, partially offset by favorable net price realization and mix. Adjusted operating profit margin decreased 420 basis

points to 12.3 percent. Diluted earnings per share of $0.56 decreased 50 percent in the third quarter of fiscal 2026. Adjusted diluted

earnings per share of $0.64 decreased 37 percent on a constant-currency basis compared to the third quarter of fiscal 2025. See the

“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP.

A summary of our consolidated financial results for the third quarter of fiscal 2026 follows:

| Quarter Ended Feb. 22, 2026 | In millions, except per share | Quarter Ended Feb. 22, 2026 vs. Feb. 23, 2025 | Percentof Net Sales | Constant-Currency Growth (a) |
| --- | --- | --- | --- | --- |
| Net sales | $4,436.7 | (8)% |  |  |
| Operating profit | 524.6 | (41)% | 11.8% |  |
| Net earnings attributable to General Mills | 303.1 | (52)% |  |  |
| Diluted earnings per share | $0.56 | (50)% |  |  |
| Organic net sales growth rate (a) |  | (3)% |  |  |
| Adjusted operating profit (a) | 547.2 | (32)% | 12.3% | (32)% |
| Adjusted diluted earnings per share (a) | $0.64 | (36)% |  | (37)% |

(a)See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.

24

Consolidated net sales were as follows:

| Line item | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Quarter Ended / Feb. 23, 2025 |
| --- | --- | --- | --- |
| Net sales (in millions) | $4,436.7 | (8)% | $4,842.2 |
| Contributions from volume growth (a) |  | (11) |  |
| Net price realization and mix |  | 1 |  |
| Foreign currency exchange |  | 1 |  |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

Net sales in the third quarter of fiscal 2026 decreased 8 percent compared to the same period in fiscal 2025, driven by a decrease in

contributions from volume growth, partially offset by favorable net price realization and mix and favorable foreign currency exchange

impacts, and includes the net impact of the Divestitures and Acquisition.

Components of organic net sales growth are shown in the following table:

| Quarter Ended Feb. 22, 2026 vs. / Quarter Ended Feb. 23, 2025 |  |  |
| --- | --- | --- |
| Contributions from organic volume growth (a) | (2) | pts |
| Organic net price realization and mix | (1) | pt |
| Organic net sales growth | (3) | pts |
| Foreign currency exchange | 1 | pt |
| Divestitures and acquisition | (6) | pts |
| Net sales growth | (8) | pts |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

Organic net sales decreased 3 percent in the third quarter of fiscal 2026, compared to the same period in fiscal 2025, driven by a

decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.

Cost of sales decreased $133 million to $3,070 million in the third quarter of fiscal 2026, compared to the same period in fiscal 2025.

The decrease was primarily driven by a $349 million decrease attributable to lower volume, partially offset by a $202 million increase

attributable to product rate and mix, both of which include the net impact of the Divestitures and Acquisition. We recorded $8 million

of restructuring charges in cost of sales in the third quarter of fiscal 2026 (please refer to Note 3 to the Consolidated Financial

Statements in Part I, Item 1 of this report). In addition, we recorded a $17 million net decrease in cost of sales related to the mark-to-

market valuation of certain commodity positions and grain inventories in the third quarter of fiscal 2026, compared to a $23 million

net decrease in the third quarter of fiscal 2025.

Selling, general, and administrative (SG&A) expenses decreased $32 million to $813 million in the third quarter of fiscal 2026,

compared to the same period in fiscal 2025, primarily driven by lower other administrative costs, and including the net impact of the

Divestitures and Acquisition. SG&A expenses as a percent of net sales in the third quarter of fiscal 2026 increased 90 basis points

compared to the third quarter of fiscal 2025.

Divestitures loss (gain), net decreased $101 million, primarily due to a $96 million gain in the third quarter of fiscal 2025, related to

the sale of our Canada yogurt business (please refer to Note 2 to the Consolidated Financial Statements in Part I, Item I of this report).

Restructuring, transformation, impairment, and other exit costs (recoveries) totaled $24 million in the third quarter of fiscal

2026, compared to $1 million of net recoveries in the same period last year. In fiscal 2026, we approved a multi-year organizational

initiative to increase the competitiveness of our supply chain, and as a result, we recorded $17 million of charges in the third quarter of

fiscal 2026. In addition, we recorded $8 million of restructuring and transformation charges in the third quarter of fiscal 2026 related

to actions previously announced (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).

Benefit plan non-service income totaled $15 million in the third quarter of fiscal 2026, compared to $14 million in the same period

last year, primarily driven by lower interest costs partially offset by lower expected return on plan assets.

Interest, net for the third quarter of fiscal 2026 totaled $128 million, down $8 million from the third quarter of fiscal 2025, primarily

driven by lower average long-term debt levels.

25

The effective tax rate for the third quarter of fiscal 2026 was 24.3 percent compared to 19.8 percent for the third quarter of fiscal

2025. The 4.5 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in fiscal 2025 and unfavorable

earnings mix by jurisdiction in fiscal 2026. Our effective tax rate excluding certain items affecting comparability was 24.0 percent in

the third quarter of fiscal 2026, compared to 21.0 percent in the same period last year (see the “Non-GAAP Measures” section below

for a description of our use of measures not defined by GAAP). The 3.0 percentage point increase was primarily due to certain

nonrecurring discrete tax benefits in fiscal 2025 and unfavorable earnings mix by jurisdiction in fiscal 2026.

The impacts of the One Big Beautiful Bill Act (OBBBA) are reflected in our results for the quarter ended February 22, 2026, and there

was no material impact to our income tax expense. We expect certain provisions of the OBBBA will change the timing of cash tax

payments in the current fiscal year and future periods. Please refer to Note 15 to the Consolidated Financial Statements in Part I, Item

1 of this report for additional information.

After-tax (loss) earnings from joint ventures for the third quarter of fiscal 2026 was a $6 million after-tax loss compared to after-tax

earnings of $14 million in the same period in fiscal 2025, primarily driven by our share of transaction costs related to certain assets

held for sale at Cereal Partners Worldwide (CPW). On a constant-currency basis, after-tax loss from joint ventures decreased 129

percent (see the “Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

The components of our joint ventures’ net sales growth are shown in the following table:

| Quarter Ended Feb. 22, 2026 vs. / Quarter Ended Feb. 23, 2025 |  |  |  |
| --- | --- | --- | --- |
| Contributions from volume growth (b) | pts | pts |  |
| Net price realization and mix | pts | pt |  |
| Net sales growth in constant currency | pts | pts | pts |
| Foreign currency exchange | pts | pt | pts |
| Net sales growth | pts | pts | pts |

(a)Häagen-Dazs Japan, Inc. (HDJ).

(b)Measured in tons based on the stated weight of our product shipments.

Average diluted shares outstanding decreased by 18 million in the third quarter of fiscal 2026 from the same period a year ago

primarily due to share repurchases.

Nine-Month Results

In the nine-month period ended February 22, 2026, net sales decreased 7 percent, including the net impact of the Divestitures and

Acquisition. Organic net sales decreased 3 percent compared to the same period last year. Operating profit increased 6 percent to

$2,978 million, primarily driven by a divestiture gain related to the sale of our United States yogurt business, favorable net price

realization and mix, and lower SG&A expenses, partially offset by a decrease in contributions from volume growth, higher input costs,

and higher restructuring, transformation, and impairment charges. Operating profit margin of 21.6 percent increased 280 basis points

compared to the same period last year. Adjusted operating profit of $2,106 million decreased 23 percent on a constant-currency basis,

including the net impact of the Divestitures and Acquisition, primarily driven by a decrease in contributions from volume growth and

higher input costs, partially offset by favorable net price realization and mix and lower SG&A expenses. Adjusted operating profit

margin decreased 310 basis points to 15.2 percent. Diluted earnings per share of $3.56 in the nine-month period ended February 22,

2026, essentially matched the same period last year and adjusted diluted earnings per share of $2.60 decreased 25 percent on a

constant-currency basis compared to the same period last year (see the “Non-GAAP Measures” section below for a description of our

use of measures not defined by GAAP).

26

A summary of our consolidated financial results for the nine-month period ended February 22, 2026, follows:

| Nine-Month Period Ended Feb. 22, 2026 | In millions, except per share | Nine-Month Period Ended Feb. 22, 2026 vs. Feb. 23, 2025 | Percent of Net Sales | Constant-Currency Growth (a) |
| --- | --- | --- | --- | --- |
| Net sales | $13,815.0 | (7)% |  |  |
| Operating profit | 2,978.4 | 6% | 21.6% |  |
| Net earnings attributable to General Mills | 1,920.3 | (4)% |  |  |
| Diluted earnings per share | $3.56 | Flat |  |  |
| Organic net sales growth rate (a) |  | (3)% |  |  |
| Adjusted operating profit (a) | 2,106.1 | (23)% | 15.2% | (23)% |
| Adjusted diluted earnings per share (a) | $2.60 | (25)% |  | (25)% |

(a)See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.

Consolidated net sales were as follows:

| Line item | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- |
| Net sales (in millions) | $13,815.0 | (7)% | $14,930.4 |
| Contributions from volume growth (a) |  | (9) |  |
| Net price realization and mix |  | 1 |  |
| Foreign currency exchange |  | 1 |  |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

The 7 percent decrease in net sales for the nine-month period ended February 22, 2026, was driven by a decrease in contributions from

volume growth, partially offset by favorable net price realization and mix and favorable foreign currency exchange impacts, and

includes the net impact of the Divestitures and Acquisition.

Components of organic net sales growth are shown in the following table:

| Nine-Month Period Ended Feb. 22, 2026 vs. / Nine-Month Period Ended Feb. 23, 2025 |  |  |
| --- | --- | --- |
| Contributions from organic volume growth (a) | (1) | pt |
| Organic net price realization and mix | (2) | pts |
| Organic net sales growth | (3) | pts |
| Foreign currency exchange | 1 | pt |
| Acquisition and divestitures | (5) | pts |
| Net sales growth | (7) | pts |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

Organic net sales decreased 3 percent in the nine-month period ended February 22, 2026, driven by unfavorable organic net price

realization and mix and a decrease in contributions from organic volume growth.

Cost of sales decreased $449 million to $9,223 million in the nine-month period ended February 22, 2026, compared to the same

period in fiscal 2025. The decrease was primarily driven by an $889 million decrease attributable to lower volume, partially offset by a

$417 million increase attributable to product rate and mix, both of which include the net impact of the Divestitures and Acquisition.

We recorded $13 million of restructuring charges in the nine-month period ended February 22, 2026, compared to $1 million of

restructuring charges in cost of sales in the same period last year (please refer to Note 3 to the Consolidated Financial Statements in

Part I, Item 1 of this report). In addition, we recorded a $13 million net decrease in cost of sales related to the mark-to-market

valuation of certain commodity positions and grain inventories in the nine-month period ended February 22, 2026, compared to a $24

million net decrease in the nine-month period ended February 23, 2025.

SG&A expenses decreased $51 million to $2,500 million in the nine-month period ended February 22, 2026, compared to the same

period in fiscal 2025, primarily driven by lower other administrative costs, and including the net impact of the Divestitures and

27

Acquisition. SG&A expenses as a percent of net sales increased 100 basis points in the nine-month period ended February 22, 2026,

compared to the same period of fiscal 2025.

Divestitures loss (gain), net totaled a $1,049 million gain in the nine-month period ended February 22, 2026, primarily related to the

sale of our United States yogurt business. During the nine-month period ended February 23, 2025, we recorded a $96 million

divestiture gain related to the sale of our Canada yogurt business (please refer to Note 2 to the Consolidated Financial Statements in

Part I, Item 1 of this report).

Restructuring, transformation, impairment, and other exit costs (recoveries) totaled $163 million in the nine-month period ended

February 22, 2026, compared to $3 million in the same period last year. In fiscal 2026, we approved a multi-year organizational

initiative to increase the competitiveness of our supply chain, and as a result, we recorded $64 million of charges in fiscal 2026. We

also recorded a $53 million non-cash impairment charge related to our Uncle Toby’s brand intangible asset in fiscal 2026. In addition,

we recorded $46 million of restructuring and transformation charges in the nine-month period ended February 22, 2026, related to

actions previously announced (please refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).

Benefit plan non-service income totaled $46 million in the nine-month period ended February 22, 2026, compared to $42 million in

the same period last year, primarily driven by lower interest costs partially offset by lower expected return on plan assets.

Interest, net for the nine-month period ended February 22, 2026, increased $3 million to $387 million compared to the same period of

fiscal 2025, primarily driven by higher average long-term debt levels.

The effective tax rate for the nine-month period ended February 22, 2026, was 24.8 percent compared to 20.5 percent in the same

period last year. The 4.3 percentage point increase was primarily due to certain unfavorable tax components related to the sale of our

United States yogurt business, certain nonrecurring discrete tax benefits in fiscal 2025, and unfavorable earnings mix by jurisdiction in

fiscal 2026. Our effective tax rate excluding certain items affecting comparability was 23.8 percent in the nine-month period ended

February 22, 2026, compared to 20.9 percent in the same period last year (see the “Non-GAAP Measures” section below for a

description of our use of measures not defined by GAAP). The 2.9 percentage point increase is primarily due to certain nonrecurring

discrete tax benefits in fiscal 2025 and unfavorable earnings mix by jurisdiction in fiscal 2026.

The impacts of the OBBBA are reflected in our results for the nine-month period ended February 22, 2026, and there was no material

impact to our income tax expense. We expect certain provisions of the OBBBA will change the timing of cash tax payments in the

current fiscal year and future periods. Please refer to Note 15 to the Consolidated Financial Statements in Part I, Item 1 of this report

for additional information.

After-tax (loss) earnings from joint ventures for the nine-month period ended February 22, 2026, was a $59 million after-tax loss

compared to after-tax earnings of $64 million in the same period in fiscal 2025, primarily driven by our $85 million pre-tax share of a

non-cash goodwill impairment charge at CPW in fiscal 2026, as a result of downward revisions of future sales and profitability

estimates in the Australian market. On a constant-currency basis, after-tax loss from joint ventures decreased 191 percent (see the

“Non-GAAP Measures” section below for a description of our use of measures not defined by GAAP).

The components of our joint ventures’ net sales growth are shown in the following table:

| Nine-Month Period Ended Feb. 22, 2026 vs. / Nine-Month Period Ended Feb. 23, 2025 |  |  |  |
| --- | --- | --- | --- |
| Contributions from volume growth (a) | pts | pt |  |
| Net price realization and mix | pts | pts |  |
| Net sales growth in constant currency | pts | pts | pts |
| Foreign currency exchange | pts | pt | pts |
| Net sales growth | pts | pts | pts |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

Average diluted shares outstanding decreased by 21 million in the nine-month period ended February 22, 2026, from the same

period a year ago primarily due to share repurchases.

SEGMENT OPERATING RESULTS

Our businesses are organized into four operating segments: North America Retail, International, North America Pet, and North

America Foodservice. Please refer to Note 16 to the Consolidated Financial Statements in Part I, Item 1 of this report for a description

of our operating segments.

28

North America Retail Segment Results

North America Retail net sales were as follows:

| Line item | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Net sales (in millions) | $2,596.4 | (14)% | $3,009.1 | $8,105.2 | (13)% | $9,347.2 |
| Contributions from volume growth (a) |  | (19) |  |  | (17) |  |
| Net price realization and mix |  | 5 |  |  | 3 |  |
| Foreign currency exchange |  | Flat |  |  | Flat |  |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Retail net sales decreased 14 percent in the third quarter of fiscal 2026, compared to the same period in fiscal 2025,

driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix, both of which

include the impact from the Divestitures.

North America Retail net sales decreased 13 percent in the nine-month period ended February 22, 2026, compared to the same period

in fiscal 2025, driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix,

both of which include the impact from the Divestitures.

The components of North America Retail organic net sales growth are shown in the following table:

| Line item | Quarter Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 |
| --- | --- | --- |
| Contributions from organic volume growth (a) | (3) | (1) |
| Organic net price realization and mix | (2) | (3) |
| Organic net sales growth | (4) | (4) |
| Foreign currency exchange | Flat | Flat |
| Divestitures (b) | (9) | (9) |
| Net sales growth | (14) | (13) |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada yogurt business in the third quarter of fiscal

2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

North America Retail organic net sales decreased 4 percent in the third quarter of fiscal 2026, compared to the same period in fiscal

2025, driven by a decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.

North America Retail organic net sales decreased 4 percent in the nine-month period ended February 22, 2026, compared to the same

period in fiscal 2025, driven by unfavorable organic net price realization and mix and a decrease in contributions from organic volume

growth.

North America Retail net sales percentage change by operating unit are shown in the following table:

| Line item | Quarter Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 |
| --- | --- | --- |
| Big G Cereal & Canada (a) | (30)% | (29)% |
| U.S. Snacks | (7)% | (7)% |
| U.S. Meals & Baking Solutions | (3)% | (2)% |
| Total | (14)% | (13)% |

(a)Upon completion of the United States yogurt business divestiture, the former U.S. Morning Foods and Canada operating units were combined

into a new Big G Cereal & Canada operating unit. Please refer to Note 16 to the Consolidated Financial Statements in Part I, Item 1 of this

report.

Segment operating profit decreased 33 percent to $436 million in the third quarter of fiscal 2026, including the impact of the

Divestitures, compared to $648 million in the same period in fiscal 2025, primarily driven by a decrease in contributions from volume

growth and higher input costs, partially offset by favorable net price realization and mix and lower SG&A expenses. Segment

29

operating profit decreased 33 percent on a constant-currency basis in the third quarter of fiscal 2026, compared to the same period in

fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP).

Segment operating profit decreased 25 percent to $1,683 million in the nine-month period ended February 22, 2026, including the

impact of the Divestitures, compared to $2,256 million in the same period in fiscal 2025, primarily driven by a decrease in

contributions from volume growth and higher input costs, partially offset by favorable net price realization and mix and lower SG&A

expenses. Segment operating profit decreased 25 percent on a constant-currency basis in the nine-month period ended February 22,

2026, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not

defined by GAAP).

International Segment Results

International net sales were as follows:

| Line item | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Net sales (in millions) | $696.3 | 7% | $651.3 | $2,185.4 | 6% | $2,058.9 |
| Contributions from volume growth (a) |  | 2 |  |  | 1 |  |
| Net price realization and mix |  | (2) |  |  | 1 |  |
| Foreign currency exchange |  | 6 |  |  | 4 |  |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

International net sales increased 7 percent in the third quarter of fiscal 2026, compared to the same period in fiscal 2025, driven by

favorable foreign currency exchange impacts and an increase in contributions from volume growth, partially offset by unfavorable net

price realization and mix.

International net sales increased 6 percent in the nine-month period ended February 22, 2026, compared to the same period in fiscal

2025, driven by favorable foreign currency exchange impacts, an increase in contributions from volume growth, and favorable net

price realization and mix.

The components of International organic net sales growth are shown in the following table:

|  |  |  |
| --- | --- | --- |
| Contributions from organic volume growth (a) | pts | pts |
| Organic net price realization and mix | pts | pt |
| Organic net sales growth | pt | pts |
| Foreign currency exchange | pts | pts |
| Net sales growth | pts | pts |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

International organic net sales increased 1 percent in the third quarter of fiscal 2026, compared to the same period in fiscal 2025,

driven by an increase in contributions from organic volume growth, partially offset by unfavorable organic net price realization and

mix.

International organic net sales increased 3 percent in the nine-month period ended February 22, 2026, compared to the same period in

fiscal 2025, driven by an increase in contributions from organic volume growth and favorable organic net price realization and mix.

Segment operating profit increased 87 percent to $34 million in the third quarter of fiscal 2026, compared to $18 million in the same

period in fiscal 2025, primarily driven by favorable net price realization and mix, lower SG&A expenses, and an increase in

contributions from volume growth, partially offset by higher input costs. Segment operating profit increased 82 percent on a constant-

currency basis in the third quarter of fiscal 2026, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section

below for our use of this measure not defined by GAAP).

Segment operating profit increased 104 percent to $128 million in the nine-month period ended February 22, 2026, compared to $63

million in the same period in fiscal 2025, primarily driven by favorable net price realization and mix, partially offset by higher input

costs and higher SG&A expenses. Segment operating profit increased 100 percent on a constant-currency basis in the nine-month

30

period ended February 22, 2026, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section below for our

use of this measure not defined by GAAP).

North America Pet Segment Results

North America Pet net sales were as follows:

| Line item | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Net sales (in millions) | $640.5 | 3% | $623.7 | $1,910.9 | 6% | $1,795.6 |
| Contributions from volume growth (a) |  | (3) |  |  | Flat |  |
| Net price realization and mix |  | 6 |  |  | 6 |  |
| Foreign currency exchange |  | Flat |  |  | Flat |  |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Pet net sales increased 3 percent in the third quarter of fiscal 2026, compared to the same period in fiscal 2025, driven

by favorable net price realization and mix, partially offset by a decrease in contributions from volume growth, both of which include

the impact of the Acquisition.

North America Pet net sales increased 6 percent in the nine-month period ended February 22, 2026, compared to the same period in

fiscal 2025, driven by favorable net price realization and mix, which includes the impact of the Acquisition.

The components of North America Pet organic net sales growth are shown in the following table:

| Line item | Quarter Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 |
| --- | --- | --- |
| Contributions from organic volume growth (a) | (6) | (4) |
| Organic net price realization and mix | 3 | 2 |
| Organic net sales growth | (3) | (2) |
| Foreign currency exchange | Flat | Flat |
| Acquisition (b) | 6 | 9 |
| Net sales growth | 3 | 6 |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Acquisition of Whitebridge Pet Brands business in fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1

of this report.

North America Pet organic net sales decreased 3 percent in the third quarter of fiscal 2026, compared to the same period in fiscal

2025, driven by a decrease in contributions from organic volume growth, partially offset by favorable organic net price realization and

mix.

North America Pet organic net sales decreased 2 percent in the nine-month period ended February 22, 2026, compared to the same

period in fiscal 2025, driven by a decrease in contributions from organic volume growth, partially offset by favorable organic net price

realization and mix.

Segment operating profit increased 1 percent to $103 million in the third quarter of fiscal 2026, including the impact of the

Acquisition, compared to $102 million in the same period in fiscal 2025. Segment operating profit was essentially flat on a constant-

currency basis in the third quarter of fiscal 2026, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section

below for our use of this measure not defined by GAAP).

Segment operating profit decreased 6 percent to $339 million in the nine-month period ended February 22, 2026, including the impact

of the Acquisition, compared to $361 million in the same period in fiscal 2025, primarily driven by higher input costs and higher

SG&A expenses, partially offset by favorable net price realization and mix and an increase in contributions from volume growth.

Segment operating profit decreased 6 percent on a constant-currency basis in the nine-month period ended February 22, 2026,

compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section below for our use of this measure not defined by

GAAP).

31

North America Foodservice Segment Results

North America Foodservice net sales were as follows:

| Line item | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Quarter Ended / Feb. 23, 2025 | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 vs. Feb. 23, 2025 | Nine-Month Period Ended / Feb. 23, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Net sales (in millions) | $496.4 | (11)% | $555.3 | $1,594.9 | (7)% | $1,721.5 |
| Contributions from volume growth (a) |  | (7) |  |  | (5) |  |
| Net price realization and mix |  | (3) |  |  | (2) |  |
| Foreign currency exchange |  | Flat |  |  | Flat |  |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

North America Foodservice net sales decreased 11 percent in the third quarter of fiscal 2026, compared to the same period in fiscal

2025, driven by a decrease in contributions from volume growth and unfavorable net price realization and mix, both of which include

the impact from the Divestitures.

North America Foodservice net sales decreased 7 percent in the nine-month period ended February 22, 2026, compared to the same

period in fiscal 2025, driven by a decrease in contributions from volume growth and unfavorable net price realization and mix, both of

which include the impact from the Divestitures.

The components of North America Foodservice organic net sales growth are shown in the following table:

| Line item | Quarter Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 22, 2026 |
| --- | --- | --- |
| Contributions from organic volume growth (a) | (3) | (1) |
| Organic net price realization and mix | (1) | Flat |
| Organic net sales growth | (3) | (1) |
| Foreign currency exchange | Flat | Flat |
| Divestitures (b) | (7) | (6) |
| Net sales growth | (11) | (7) |

Note: Table may not foot due to rounding.

(a)Measured in tons based on the stated weight of our product shipments.

(b)Divestiture of the United States yogurt business in the first quarter of fiscal 2026 and the Canada yogurt business in the third quarter of fiscal

2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

North America Foodservice organic net sales decreased 3 percent in the third quarter of fiscal 2026, compared to the same period in

fiscal 2025, driven by a decrease in contributions from organic volume growth and unfavorable organic net price realization and mix.

North America Foodservice organic net sales decreased 1 percent in the nine-month period ended February 22, 2026, compared to the

same period in fiscal 2025, driven by a decrease in contributions from organic volume growth.

Segment operating profit decreased 32 percent to $56 million in the third quarter of fiscal 2026, including the impact from the

Divestitures, compared to $82 million in the same period in fiscal 2025, primarily driven by unfavorable net price realization and mix,

a decrease in contributions from volume growth, and higher input costs. Segment operating profit decreased 32 percent on a constant-

currency basis in the third quarter of fiscal 2026, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures” section

below for our use of this measure not defined by GAAP).

Segment operating profit decreased 15 percent to $232 million in the nine-month period ended February 22, 2026, including the

impact from the Divestitures, compared to $272 million in the same period in fiscal 2025, primarily driven by a decrease in

contributions from volume growth and higher input costs. Segment operating profit decreased 15 percent on a constant-currency basis

in the nine-month period ended February 22, 2026, compared to the same period in fiscal 2025 (see the “Non-GAAP Measures”

section below for our use of this measure not defined by GAAP).

UNALLOCATED CORPORATE ITEMS

Unallocated corporate expenses totaled $75 million in the third quarter of fiscal 2026, compared to $56 million in the same period in

fiscal 2025. We recorded $8 million of restructuring charges in cost of sales in the third quarter of fiscal 2026. In the third quarter of

fiscal 2026, we recorded a $17 million net decrease in expense related to the mark-to-market valuation of certain commodity positions

32

and grain inventories, compared to a $23 million net decrease in expense in the same period last year. Certain compensation and

benefit related expenses increased in the third quarter of fiscal 2026 compared to the same period of last year. We recorded $2 million

of transaction costs primarily related to the Divestitures in the third quarter of fiscal 2026, compared to $24 million of transaction costs

related to the Divestitures in the same period last year. In addition, we recorded $3 million of net gains related to valuation

adjustments on certain corporate investments in the third quarter of fiscal 2026, compared to $2 million of net losses in the third

quarter of fiscal 2025. We recorded $2 million of integration costs in the third quarter of fiscal 2026 compared to $3 million of

integration costs during the same period last year, related to the Acquisition and the fiscal 2024 acquisition of a pet food business in

Europe.

Unallocated corporate expenses totaled $289 million in the nine-month period ended February 22, 2026, compared to $244 million in

the same period in fiscal 2025. We recorded $13 million of restructuring charges in cost of sales in the nine-month period ended

February 22, 2026, compared to $1 million of restructuring charges in cost of sales in the same period in fiscal 2025. In the nine-

month period ended February 22, 2026, we recorded a $13 million net decrease in expense related to the mark-to-market valuation of

certain commodity positions and grain inventories, compared to a $24 million net decrease in expense in the same period last year.

Certain compensation and benefit related expenses increased in the nine-month period ended February 22, 2026, compared to the same

period of fiscal 2025. We recorded $17 million of transaction costs primarily related to the Divestitures in the nine-month period

ended February 22, 2026, compared to $33 million of transaction costs related to the Divestitures and the Acquisition in the same

period last year. In the nine-month period ended February 22, 2026, we recorded $10 million of net gains related to valuation

adjustments on certain corporate investments, compared to $5 million of net losses related to valuation adjustments of certain

corporate investments in the same period in fiscal 2025.

LIQUIDITY AND CAPITAL RESOURCES

During the nine-month period ended February 22, 2026, cash provided by operations was $1,614 million compared to $2,307 million

in the same period last year. The $692 million decrease was primarily driven by a $1,047 million decrease in net earnings excluding

the pretax gain on the Divestitures, which includes the related net impact of the Divestitures and Acquisition. This was partially offset

by a $153 million change in deferred income taxes, primarily driven by a change in the timing of cash tax payments due to certain

provisions of the OBBBA, a $123 million change in after-tax loss (earnings) from joint ventures, including a non-cash impairment

charge to goodwill at CPW in fiscal 2026, and a $113 million change in restructuring, transformation, impairment, and other exit costs

(recoveries), including the non-cash impairment charge to our Uncle Toby's brand intangible asset in fiscal 2026.

Cash provided by investing activities during the nine-month period ended February 22, 2026, was $1,433 million compared to cash

used by investing activities of $1,579 million for the same period in fiscal 2025. In the first quarter of fiscal 2026, we completed the

sale of our United States yogurt business for $1,798 million cash. We also received an additional $6 million of cash related to a sale

price adjustment related to the sale of our Canada yogurt business in the first quarter of fiscal 2026. In the third quarter of fiscal 2025,

we completed the sale of our Canada yogurt business for $242 million cash. During the third quarter of fiscal 2025, we acquired

Whitebridge Pet Brands for $1,410 million cash, net of cash acquired. In addition, we spent $356 million on purchases of land,

buildings, and equipment in the nine-month period ended February 22, 2026, compared to $405 million in the same period last year.

Cash used by financing activities during the nine-month period ended February 22, 2026, was $2,644 million compared to $610

million in the same period in fiscal 2025. We had $1,119 million of net debt payments in the nine-month period ended February 22,

2026, compared to $1,397 million of net debt issuances in the same period a year ago. In addition, we paid $500 million for purchases

of common stock for treasury in the nine-month period ended February 22, 2026, compared to $902 million in the same period in

fiscal 2025. We paid $987 million of dividends in the nine-month period ended February 22, 2026, compared to $1,008 million in the

same period last year.

As of February 22, 2026, we had $698 million of cash and cash equivalents in foreign jurisdictions. In anticipation of repatriating

funds from foreign jurisdictions, we record local country withholding taxes on our international earnings, as applicable. We may

repatriate our cash and cash equivalents held by our foreign subsidiaries without such funds being subject to further U.S. income tax

liability. Earnings prior to fiscal 2018 from our foreign subsidiaries remain permanently reinvested in those jurisdictions.

The following table details the credit facilities and lines of credit we had available as of February 22, 2026:

| In Millions | Borrowing Capacity | Borrowed Amount |
| --- | --- | --- |
| Committed credit facility expiring October 2029 | $2,700.0 | $— |
| Uncommitted credit facilities and lines of credit | 776.8 | 4.7 |
| Total | $3,476.8 | $4.7 |

To ensure availability of funds, we maintain bank credit lines and have commercial paper programs available to us in the United States

and Europe.

33

Certain of our long-term debt agreements and our credit facilities contain restrictive covenants. As of February 22, 2026, we were in

compliance with all of these covenants.

We have $2,138 million of long-term debt maturing in the next 12 months that is classified as current, including €250 million of

floating-rate notes due April 22, 2026, €500 million of floating-rate notes redeemable April 22, 2026, $500 million of 4.7 percent

fixed-rate notes due January 30, 2027, and $750 million of 3.2 percent fixed-rate notes due February 10, 2027. We believe that cash

flows from operations, together with available short- and long-term debt financing, will be adequate to meet our liquidity and capital

needs for at least the next 12 months.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on

Form 10-K for the fiscal year ended May 25, 2025. The accounting policies used in preparing our interim fiscal 2026 Consolidated

Financial Statements are the same as those described in our Form 10-K. Please refer to Note 1 to the Consolidated Financial

Statements in Part I, Item 1 of this report for additional information.

Our critical accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of

operations. These estimates include our accounting for revenue recognition, valuation of long-lived assets, intangible assets, income

taxes, and defined benefit pension, other postretirement benefit, and postemployment benefit plans. The assumptions and

methodologies used in the determination of those estimates as of February 22, 2026, are the same as those described in our Annual

Report on Form 10-K for the fiscal year ended May 25, 2025.

Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of

fiscal 2026. As a result of lower future sales and profitability projections for the business supporting our Uncle Toby’s brand

intangible asset, we determined that the fair value of the brand intangible asset was less than its book value and recorded a $53 million

non-cash impairment charge. We recorded the impairment charge in restructuring, transformation, impairment, and other exit costs in

our Consolidated Statements of Earnings. Our estimate of the fair value was determined based on a discounted cash flow model using

inputs which included our long-range cash flow projections for the business, the royalty rate, the weighted-average cost of capital rate,

and the tax rate. The fair value is a Level 3 asset in the fair value hierarchy.

All other intangible asset fair values were substantially in excess of the carrying values. In addition, while having significant coverage

as of our fiscal 2026 assessment date, the Progresso, Nudges, True Chews, and Kitano brand intangible assets had risk of decreasing

coverage. We will continue to monitor these businesses for potential impairment.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06,

amending the accounting for costs related to internal-use software. The ASU removes reference to software development project

stages. Additionally, the ASU requires capitalization of software costs to begin when management has authorized and committed to

funding the software and it is probable that the project will be completed and the software will be used to perform the function

intended. The requirements of the new standard are effective for annual periods beginning after December 15, 2027, and interim

periods within those annual periods, which for us is the first quarter of fiscal 2029. Early adoption is permitted and the amendments

may be applied on a prospective, retrospective, or modified basis. We are in the process of analyzing the impact on our results of

operations and financial position.

In November 2024, the FASB issued ASU 2024-03 requiring additional income statement disclosures. The ASU requires the

disaggregation of specific categories of expenses underlying the line items presented on the income statement. Additionally, the ASU

requires enhanced disclosure of selling expenses. The requirements of the ASU are effective for annual periods beginning after

December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. For us, annual reporting requirements

will be effective for fiscal 2028 and interim reporting requirements will be effective beginning with our first quarter of fiscal 2029.

Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. We

are in the process of analyzing the impact of the ASU on our related disclosures.

In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures. The ASU requires disclosure of

specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of

disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or

benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods

beginning after December 15, 2024, which for us is fiscal 2026. Early adoption is permitted and the amendments should be applied on

a prospective basis. Retrospective application is permitted. We are in the process of analyzing the impact of the ASU on our related

disclosures.

34

NON-GAAP MEASURES

We have included in this report measures of financial performance that are not defined by GAAP. We believe that these measures

provide useful information to investors, and include these measures in other communications to investors.

For each of these non-GAAP financial measures, we are providing below a reconciliation of the differences between the non-GAAP

measure and the most directly comparable GAAP measure, an explanation of why we believe the non-GAAP measure provides useful

information to investors, and any additional material purposes for which our management or Board of Directors uses the non-GAAP

measure. These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Significant Items Impacting Comparability

Several measures below are presented on an adjusted basis. The adjustments are either items resulting from infrequently occurring

events or items that, in management’s judgment, significantly affect the year-to-year assessment of operating results.

The following are descriptions of significant items impacting comparability of our results.

Divestitures loss (gain), net

Net divestitures gain primarily related to the sale of our United States yogurt business in fiscal 2026 and Canada yogurt business in

fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.

CPW asset impairments and transaction costs

CPW non-cash goodwill impairment charge related to the Australian market, and other asset impairment charges and transaction costs

related to certain assets held for sale recorded in fiscal 2026.

Restructuring and transformation charges (recoveries)

Restructuring and transformation charges related to supply chain actions and previously announced actions recorded in fiscal 2026.

Restructuring charges (recoveries) related to previously announced restructuring actions recorded in fiscal 2025. Please refer to Note 3

to the Consolidated Financial Statements in Part I, Item 1 of this report.

Other intangible assets impairment

Non-cash impairment charge related to our Uncle Toby’s brand intangible asset in fiscal 2026. Please refer to Note 4 to the

Consolidated Financial Statements in Part I, Item 1 of this report.

Transaction costs

Fiscal 2026 transaction costs primarily related to the sale of our United States yogurt business. Fiscal 2025 transaction costs related to

the Whitebridge Pet Brands acquisition and the sale of our North American yogurt businesses. Please refer to Note 2 to the

Consolidated Financial Statements in Part I, Item 1 of this report.

Mark-to-market effects

Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items. Please refer to Note 6 to the

Consolidated Financial Statements in Part I, Item 1 of this report.

Investment activity, net

Valuation adjustments of certain corporate investments in fiscal 2026 and fiscal 2025.

Acquisition integration costs

Integration costs related to the Whitebridge Pet Brands acquisition in fiscal 2025 and the acquisition of a pet food business in Europe

in fiscal 2024 recorded in fiscal 2026 and fiscal 2025. Please refer to Note 2 to the Consolidated Financial Statements in Part I, Item 1

of this report.

Project-related costs

Restructuring initiative project-related costs related to previously announced restructuring actions recorded in fiscal 2025.

Organic Net Sales Growth Rates

We provide organic net sales growth rates for our consolidated net sales and segment net sales. This measure is used in reporting to

our Board of Directors and executive management and as a component of the measurement of our performance for incentive

compensation purposes. We believe that organic net sales growth rates provide useful information to investors because they provide

transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations,

acquisitions, divestitures, and a 53rd week, when applicable, have on year-to-year comparability. A reconciliation of these measures to

reported net sales growth rates, the relevant GAAP measures, are included in our Consolidated Results of Operations and Results of

Segment Operations discussions in the MD&A above.

35

Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit Margin)

We believe this measure provides useful information to investors because it is important for assessing our operating profit margin on a

comparable basis.

Our adjusted operating profit margins are calculated as follows:

| In Millions | Quarter Ended / Feb. 22, 2026 / Value | Quarter Ended / Feb. 22, 2026 / Percent of Net Sales | Quarter Ended / Feb. 23, 2025 / Value | Quarter Ended / Feb. 23, 2025 / Percent of Net Sales |
| --- | --- | --- | --- | --- |
| Operating profit as reported | $524.6 | 11.8% | $891.4 | 18.4% |
| Divestiture loss (gain) | 5.0 | 0.1% | (95.9) | (2.0)% |
| Restructuring and transformation charges (recoveries) | 32.8 | 0.7% | (0.6) | —% |
| Transaction costs | 2.2 | —% | 24.0 | 0.5% |
| Mark-to-market effects | (17.2) | (0.4)% | (23.2) | (0.5)% |
| Investment activity, net | (2.5) | (0.1)% | 1.7 | —% |
| Acquisition integration costs | 2.1 | —% | 3.3 | 0.1% |
| Project-related costs | — | —% | 0.2 | —% |
| Adjusted operating profit | $547.2 | 12.3% | $800.8 | 16.5% |
|  | Nine-Month Period Ended |  |  |  |
|  | Feb. 22, 2026 |  | Feb. 23, 2025 |  |
| In Millions | Value | Percent of Net Sales | Value | Percent of Net Sales |
| Operating profit as reported | $2,978.4 | 21.6% | $2,800.8 | 18.8% |
| Divestitures gain, net | (1,049.4) | (7.6)% | (95.9) | (0.6)% |
| Restructuring and transformation charges | 123.3 | 0.9% | 3.6 | —% |
| Other intangible assets impairment | 52.9 | 0.4% | — | —% |
| Transaction costs | 16.5 | 0.1% | 32.9 | 0.2% |
| Mark-to-market effects | (12.7) | (0.1)% | (23.8) | (0.2)% |
| Investment activity, net | (9.6) | (0.1)% | 4.9 | —% |
| Acquisition integration costs | 6.6 | —% | 7.2 | —% |
| Project-related costs | — | —% | 0.4 | —% |
| Adjusted operating profit | $2,106.1 | 15.2% | $2,730.1 | 18.3% |

Note: Tables may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

36

Adjusted Operating Profit and Related Constant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management and as a component of the measurement of our

performance for incentive compensation purposes. We believe that this measure provides useful information to investors because it is

the operating profit measure we use to evaluate operating profit performance on a comparable year-to-year basis. Additionally, the

measure is evaluated on a constant-currency basis by excluding the effect that foreign currency exchange rate fluctuations have on

year-to-year comparability given the volatility in foreign currency exchange markets.

Our adjusted operating profit growth on a constant-currency basis is calculated as follows:

| In Millions | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Quarter Ended / Change | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 | Nine-Month Period Ended / Change |
| --- | --- | --- | --- | --- | --- | --- |
| Operating profit as reported | $524.6 | $891.4 | (41)% | $2,978.4 | $2,800.8 | 6% |
| Divestitures loss (gain), net | 5.0 | (95.9) |  | (1,049.4) | (95.9) |  |
| Restructuring and transformation charges (recoveries) | 32.8 | (0.6) |  | 123.3 | 3.6 |  |
| Other intangible assets impairment | — | — |  | 52.9 | — |  |
| Transaction costs | 2.2 | 24.0 |  | 16.5 | 32.9 |  |
| Mark-to-market effects | (17.2) | (23.2) |  | (12.7) | (23.8) |  |
| Investment activity, net | (2.5) | 1.7 |  | (9.6) | 4.9 |  |
| Acquisition integration costs | 2.1 | 3.3 |  | 6.6 | 7.2 |  |
| Project-related costs | — | 0.2 |  | — | 0.4 |  |
| Adjusted operating profit | $547.2 | $800.8 | (32)% | $2,106.1 | $2,730.1 | (23)% |
| Foreign currency exchange impact |  |  | Flat |  |  | Flat |
| Adjusted operating profit growth, on a constant-currency basis |  |  | (32)% |  |  | (23)% |

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

Adjusted Diluted EPS and Related Constant-currency Growth Rate

This measure is used in reporting to our Board of Directors and executive management. We believe that this measure provides useful

information to investors because it is the profitability measure we use to evaluate earnings performance on a comparable year-to-year

basis.

The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted EPS and the related constant-currency growth rates follows:

| Per Share Data | Quarter Ended / Feb. 22, 2026 | Quarter Ended / Feb. 23, 2025 | Quarter Ended / Change | Nine-Month Period Ended / Feb. 22, 2026 | Nine-Month Period Ended / Feb. 23, 2025 | Nine-Month Period Ended / Change |
| --- | --- | --- | --- | --- | --- | --- |
| Diluted earnings per share, as reported | $0.56 | $1.12 | (50)% | $3.56 | $3.57 | Flat |
| Divestitures gain, net | — | (0.15) |  | (1.43) | (0.15) |  |
| CPW asset impairments and transaction costs | 0.04 | 0.01 |  | 0.22 | 0.01 |  |
| Restructuring and transformation charges | 0.05 | — |  | 0.18 | 0.01 |  |
| Other intangible assets impairment | — | — |  | 0.07 | — |  |
| Transaction costs | — | 0.03 |  | 0.02 | 0.04 |  |
| Mark-to-market effects | (0.03) | (0.03) |  | (0.02) | (0.03) |  |
| Investment activity, net | — | 0.01 |  | (0.01) | 0.01 |  |
| Acquisition integration costs | — | — |  | — | 0.01 |  |
| Adjusted diluted earnings per share | $0.64 | $1.00 | (36)% | $2.60 | $3.47 | (25)% |
| Foreign currency exchange impact |  |  | 1 pt |  |  | Flat |
| Adjusted diluted earnings per share growth, on a constant-currency basis |  |  | (37)% |  |  | (25)% |

Note: Table may not foot due to rounding.

For more information on the reconciling items, see the Significant Items Impacting Comparability section above.

See our reconciliation below of the effective income tax rate as reported to the adjusted effective income tax rate for the tax impact of each item

affecting comparability.

37

Constant-currency After-tax (Loss) Earnings from Joint Ventures Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of

our joint ventures by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given

volatility in foreign currency exchange markets.

After-tax (loss) earnings from joint ventures growth rates on a constant-currency basis are calculated as follows:

| Line item | Percentage Change in After-Tax (Loss) Earnings from Joint Ventures as Reported | Impact of Foreign Currency Exchange | Percentage Change in After-Tax (Loss) Earnings from Joint Ventures on Constant-Currency Basis |
| --- | --- | --- | --- |
| Quarter Ended Feb. 22, 2026 | (142)% | pts | (129)% |
| Nine-Month Period Ended Feb. 22, 2026 | (193)% | pt | (191)% |

Note: Table may not foot due to rounding.

Constant-currency Segment Operating Profit Growth Rates

We believe that this measure provides useful information to investors because it provides transparency to underlying performance of

our segments by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given

volatility in foreign currency exchange markets.

Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:

_Quarter Ended Feb. 22, 2026_

| Line item | Percentage Change in Operating Profitas Reported | Impact of Foreign Currency Exchange | Percentage Change in Operating Profit on Constant-Currency Basis |
| --- | --- | --- | --- |
| North America Retail | (33)% | Flat | (33)% |
| International | 87% | 4 pts | 82% |
| North America Pet | 1% | Flat | Flat |
| North America Foodservice | (32)% | Flat | (32)% |
|  | Nine-Month Period Ended Feb. 22, 2026 |  |  |
|  | Percentage Change inOperating Profitas Reported | Impact of ForeignCurrencyExchange | Percentage Change inOperating Profit onConstant-Currency Basis |
| North America Retail | (25)% | Flat | (25)% |
| International | 104% | 4 pts | 100% |
| North America Pet | (6)% | Flat | (6)% |
| North America Foodservice | (15)% | Flat | (15)% |

Note: Tables may not foot due to rounding.

38

Adjusted Effective Income Tax Rates

We believe this measure provides useful information to investors because it presents the adjusted effective income tax rate on a

comparable year-to-year basis.

Adjusted effective income tax rates are calculated as follows:

| In Millions(Except Per Share Data) | Quarter Ended / Feb. 22, 2026 / Pretax Earnings (a) | Quarter Ended / Feb. 22, 2026 / Income Taxes | Quarter Ended / Feb. 23, 2025 / Pretax Earnings (a) | Quarter Ended / Feb. 23, 2025 / Income Taxes | Nine-Month Period Ended / Feb. 22, 2026 / Pretax Earnings (a) | Nine-Month Period Ended / Feb. 22, 2026 / Income Taxes | Nine-Month Period Ended / Feb. 23, 2025 / Pretax Earnings (a) | Nine-Month Period Ended / Feb. 23, 2025 / Income Taxes |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As reported | $411.5 | $99.9 | $769.0 | $152.4 | $2,637.4 | $654.7 | $2,457.9 | $504.6 |
| Divestitures loss (gain), net | 5.0 | 0.3 | (95.9) | (11.1) | (1,049.4) | (276.6) | (95.9) | (11.1) |
| Restructuring and transformation charges (recoveries) | 32.8 | 7.6 | (0.6) | (0.1) | 123.3 | 28.5 | 3.6 | 0.9 |
| Other intangible assets impairment | — | — | — | — | 52.9 | 12.9 | — | — |
| Transaction costs | 2.2 | 0.5 | 24.0 | 5.6 | 16.5 | 3.8 | 32.9 | 7.6 |
| Mark-to-market effects | (17.2) | (3.9) | (23.2) | (5.4) | (12.7) | (2.9) | (23.8) | (5.5) |
| Investment activity, net | (2.5) | (0.6) | 1.7 | 0.4 | (9.6) | (2.2) | 4.9 | 1.1 |
| Acquisition integration costs | 2.1 | 0.5 | 3.3 | 0.7 | 6.6 | 1.5 | 7.2 | 1.6 |
| Project-related costs | — | — | 0.2 | — | — | — | 0.4 | 0.1 |
| As adjusted | $434.0 | $104.3 | $678.4 | $142.5 | $1,765.0 | $419.7 | $2,387.2 | $499.4 |
| Effective tax rate: |  |  |  |  |  |  |  |  |
| As reported |  | 24.3% |  | 19.8% |  | 24.8% |  | 20.5% |
| As adjusted |  | 24.0% |  | 21.0% |  | 23.8% |  | 20.9% |
| Sum of adjustments to income taxes |  | $4.4 |  | $(9.9) |  | $(235.0) |  | $(5.2) |
| Average number of common shares - diluted EPS |  | 537.3 |  | 555.0 |  | 539.2 |  | 559.8 |
| Impact of income tax adjustments on adjusted diluted EPS |  | $(0.01) |  | $0.02 |  | $0.44 |  | $0.01 |

Note: Table may not foot due to rounding.

(a) Earnings before income taxes and after-tax (loss) earnings from joint ventures.

For more information on the reconciling items, please see the Significant Items Impacting Comparability section above.

39

Glossary

AOCI. Accumulated other comprehensive income (loss).

Adjusted diluted EPS. Diluted EPS adjusted for certain items affecting year-to-year comparability.

Adjusted operating profit. Operating profit adjusted for certain items affecting year-to-year comparability.

Adjusted operating profit margin. Operating profit adjusted for certain items affecting year-over-year comparability, divided by net

sales.

Constant currency. Financial results translated to United States dollars using constant foreign currency exchange rates based on the

rates in effect for the comparable prior-year period. To present this information, current period results for entities reporting in

currencies other than United States dollars are translated into United States dollars at the average exchange rates in effect during the

corresponding period of the prior fiscal year, rather than the actual average exchange rates in effect during the current fiscal year.

Therefore, the foreign currency impact is equal to current year results in local currencies multiplied by the change in the average

foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

Derivatives. Financial instruments such as futures, swaps, options, and forward contracts that we use to manage our risk arising from

changes in commodity prices, interest rates, foreign exchange rates, and stock prices.

Fair value hierarchy. For purposes of fair value measurement, we categorize assets and liabilities into one of three levels based on

the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3

generally requires significant management judgment. The three levels are defined as follows:

Level 1:Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in

active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3:Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability.

Free cash flow. Net cash provided by operating activities less purchases of land, buildings, and equipment.

Generally Accepted Accounting Principles (GAAP). Guidelines, procedures, and practices that we are required to use in recording

and reporting accounting information in our financial statements.

Goodwill. The difference between the purchase price of acquired companies plus the fair value of any noncontrolling interests and the

related fair values of net assets acquired.

Gross margin. Net sales less cost of sales.

Hedge accounting. Accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding

changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging instruments and hedged

items only if the hedging relationship is highly effective, and only prospectively from the date a hedging relationship is formally

documented.

Holistic Margin Management (HMM). Company-wide initiative to use productivity savings, mix management, and price realization

to offset input cost inflation, protect margins, and generate funds to reinvest in sales-generating activities.

Mark-to-market. The act of determining a value for financial instruments, commodity contracts, and related assets or liabilities based

on the current market price for that item.

Net mark-to-market valuation of certain commodity positions. Realized and unrealized gains and losses on derivative contracts

that will be allocated to segment operating profit when the exposure we are hedging affects earnings.

Net price realization. The impact of list and promoted price changes, net of trade and other price promotion costs.

Noncontrolling interests. Interests of subsidiaries held by third parties.

Notional amount. The amount of a position or an agreed upon amount in a derivative contract on which the value of financial

instruments are calculated.

OCI. Other Comprehensive Income (Loss).

40

Organic net sales growth. Net sales growth adjusted for foreign currency translation, acquisitions, divestitures and a 53rd fiscal week,

when applicable.

Project-related costs. Costs incurred related to our restructuring initiatives not included in restructuring charges.

Reporting unit. An operating segment or a business one level below an operating segment.

SOFR. Secured Overnight Financing Rate.

Strategic Revenue Management (SRM). A company-wide capability focused on generating sustainable benefits from net price

realization and mix by identifying and executing against specific opportunities to apply tools including pricing, sizing, mix

management, and promotion optimization across each of our businesses.

Supply chain input costs. Costs incurred to produce and deliver product, including costs for ingredients and conversion, inventory

management, logistics, and warehousing.

Translation adjustments. The impact of the conversion of our foreign affiliates’ financial statements to United States dollars for the

purpose of consolidating our financial statements.

41

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE

HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995 that are based on our current expectations and assumptions. We also may make written or oral forward-looking

statements, including statements contained in our filings with the Securities and Exchange Commission and in our reports to

stockholders.

The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar

expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such

statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and

those currently anticipated or projected. We caution you not to place undue reliance on any such forward-looking statements.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important

factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any

current opinions or statements.

Our future results could be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading

partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for

our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our

competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital;

product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing

actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in

the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the

carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets;

changes in accounting standards and the impact of critical accounting estimates; product quality and safety issues, including recalls

and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional

programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related

issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers;

fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation;

effectiveness of restructuring, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage

price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan

liabilities; failure or breach of our information technology systems; foreign economic conditions, including currency rate fluctuations

and tariffs; and political unrest in foreign markets and economic uncertainty due to terrorism or war.

You should also consider the risk factors that we identify in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year

ended May 25, 2025, which could also affect our future results.

We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those

statements or to reflect the occurrence of anticipated or unanticipated events.

## Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The estimated maximum potential value-at-risk arising from a one-day loss in fair value for our interest rate, foreign exchange,

commodity, and equity market-risk-sensitive instruments outstanding as of February 22, 2026, was as follows:

| In Millions | One-day Riskof Loss | Change During Nine-Month Period Ended Feb. 22, 2026 | Analysis of Change |
| --- | --- | --- | --- |
| Interest rate instruments | $32 | $(14) | Decrease in portfolio basis |
| Foreign currency instruments | 42 | (9) | Decrease in portfolio basis |
| Commodity instruments | 3 | — | Immaterial |
| Equity instruments | 3 | — | Immaterial |

For additional information, see Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended May 25, 2025.

42

## Item 4. Controls and Procedures.

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial

Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule

13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of February 22, 2026, our disclosure controls and procedures were effective to ensure that information

required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed,

summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2)

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner

that allows timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act

of 1934) during the quarter ended February 22, 2026, that materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

PART II. OTHER INFORMATION

## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended

February 22, 2026:

| Period | Total Number of Shares Purchased (a) | Average Price Paid Per Share (b) | Total Number of Shares Purchased as Part of a Publicly Announced Program (c) | Maximum Number of Shares that may yet be Purchased Under the Program (c) |
| --- | --- | --- | --- | --- |
| November 24, 2025 - December 28, 2025 | — | $— | — | 26,902,855 |
| December 29, 2025 - January 25, 2026 | 3,244 | 46.50 | 3,244 | 26,899,611 |
| January 26, 2026 - February 22, 2026 | 2,442 | 46.26 | 2,442 | 26,897,169 |
| Total | 5,686 | $46.40 | 5,686 | 26,897,169 |

(a)The total number of shares purchased includes shares of common stock withheld for the payment of withholding taxes upon the distribution of

deferred option units.

(b)Excludes commissions paid and other costs of execution, including excise taxes.

(c)On June 27, 2022, our Board of Directors approved an authorization for the repurchase of up to 100,000,000 shares of our common stock and

terminated the prior authorization. Purchases can be made in the open market or in privately negotiated transactions, including the use of call

options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an

expiration date for the authorization.

## Item 5. Other Information.

During the fiscal quarter ended February 22, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

43

## Item 6. Exhibits

PART II. OTHER INFORMATION

| Item 6. | Exhibits. |
| --- | --- |
| 3.1 | By-Laws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 27, 2026). |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101 | Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 22, 2026, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Total Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. |
| 104 | Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101. |

44

SIGNATURES

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 thereunto duly authorized.

GENERAL MILLS, INC.

(Registrant)

Date: March 18, 2026 /s/ Mark A. Pallot

Mark A. Pallot

Vice President, Chief Accounting Officer

(Principal Accounting Officer and Duly Authorized Officer)