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    SEC Form 8-A12B filed by General Mills Inc.

    4/22/25 10:58:13 AM ET
    $GIS
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    8-A12B 1 d40549d8a12b.htm 8-A12B 8-A12B
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-A

     

     

    FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

    PURSUANT TO SECTION 12(b) OR 12(g) OF

    THE SECURITIES EXCHANGE ACT OF 1934

     

     

    GENERAL MILLS, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   41-0274440

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

    Number One General Mills Boulevard

    Minneapolis, Minnesota 55426

    (Address of principal executive offices) (Zip Code)

     

     

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

     

    Title of each class

    to be so registered

     

    Name of each exchange on which

    each class is to be registered

    3.600% Notes due 2032   New York Stock Exchange

     

     

    If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

    If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

    If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

    Securities Act registration statement or Regulation A offering statement file number to which this form relates: 

    333-283277

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

    None

     

     
     


    INFORMATION REQUIRED IN REGISTRATION STATEMENT

    General Mills, Inc. (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated April 14, 2025 (the “Prospectus Supplement”) to a Prospectus dated November 15, 2024 (the “Prospectus”), contained in the Company’s effective Registration Statement on Form S-3 (Registration No. 333-283277), which Registration Statement was filed with the Commission on November 15, 2024, relating to the securities to be registered hereunder. The Company incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

    Item 1. Description of Registrant’s Securities to be Registered.

    The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of the Notes” in the Prospectus Supplement and “Description of Debt Securities” in the Prospectus.

    Item 2. Exhibits.

     

    4.1    Indenture, dated as of February  1, 1996, between the Registrant and U.S. Bank National Association (f/k/a First Trust of Illinois, National Association) (incorporated herein by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-3 filed February 6, 1996 (File no. 333-00745)).
    4.2    First Supplemental Indenture, dated as of May  18, 2009, between the Registrant and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant’s Annual Report on Form 10-K for the fiscal year ended May  31, 2009).
    4.3    Officers’ Certificate and Authentication Order, dated April  17, 2025, for the 3.600% Notes due 2032 (which includes the form of Note) issued pursuant to the Indenture (incorporated herein by reference to Exhibit 4 to Registrant’s Current Report on Form 8-K filed April  17, 2025).


    SIGNATURE

    Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

    Dated: April 22, 2025

     

    GENERAL MILLS, INC.
    (Registrant)
    By:   /s/ Chris A. Rauschl
    Name: Chris A. Rauschl
    Title: Assistant Secretary
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