STOCK PLANS

12 Months Ended

May 31, 2026

Share-Based Payment Arrangement [Abstract]

We use broad-based stock plans to help ensure that management’s interests are aligned with those of our shareholders. As of May 31,

2026, a total of 25.9 million shares were available for grant in the form of stock options, restricted stock, restricted stock units, and

shares of unrestricted stock under the 2022 Stock Compensation Plan (2022 Plan). The 2022 Plan also provides for the issuance of

cash-settled share-based units, stock appreciation rights, and performance-based stock awards. Stock-based awards now outstanding

include some granted under the 2017 Stock Compensation Plan, under which no further awards may be granted. The stock plans

provide for potential accelerated vesting of awards upon retirement, termination, or death of eligible employees and directors.

Stock Options

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

follows:


	Fiscal Year
	2026		2025		2024
Estimated fair values of stock options granted	$9.45		$13.26		$17.47
Assumptions:
Risk-free interest rate	4.2	%	4.5	%	4.0	%
Expected term	8.0 years		8.5 years		8.5 years
Expected volatility	22.3	%	21.6	%	21.5	%
Dividend yield	4.7	%	3.8	%	2.8	%

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 expected term represents the period of time that options granted are expected to be outstanding based on historical data to estimate

option exercises and employee terminations within the valuation model. Separate groups of employees have similar historical exercise

behavior and therefore were aggregated into a single pool for valuation purposes. The weighted-average expected term for all

employee groups is presented in the table above. The risk-free interest rate for periods during the expected term of the options is based

on the U.S. Treasury zero-coupon yield curve in effect at the time of grant.

Any corporate income tax benefit realized upon exercise or vesting of an award in excess of that previously recognized in earnings

(referred to as a windfall tax benefit) is presented in our Consolidated Statements of Cash Flows as an operating cash flow. Realized

windfall tax benefits and shortfall tax deficiencies related to the exercise or vesting of stock-based awards are recognized in the

Consolidated Statements of (Loss) Earnings.

(Shortfall) windfall tax benefits from stock-based payments in income tax expense in our Consolidated Statements of (Loss) Earnings

were as follows:


	Fiscal Year
In Millions	2026	2025	2024
(Shortfall) windfall tax benefits from stock-based payments	$(1.7)	$5.3	$10.2

Under the 2022 Plan, options may be priced at 100 percent or more of the fair market value on the date of grant, generally issued with

four-year graded vesting or four-year cliff vesting. Options generally expire within 10 years and one month after the date of grant. As

of May 31, 2026, stock option awards outstanding include some granted under the 2017 Stock Compensation Plan.

Information on stock option activity follows:


	Options Outstanding (Thousands)	Weighted-Average Exercise Price Per Share	Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (Millions)
Balance as of May 25, 2025	12,433.6	$59.84	4.7	$14.4
Granted	1,566.6	51.81
Exercised	(3.4)	46.06
Forfeited or expired	(665.3)	57.70
Outstanding as of May 31, 2026	13,331.5	$59.00	4.4	$—
Exercisable as of May 31, 2026	9,444.5	$57.61	2.9	$—

Stock-based compensation expense related to stock option awards was as follows:


	Fiscal Year
In Millions	2026	2025	2024
Compensation expense related to stock option awards	$15.2	$15.8	$13.9

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

exercised were as follows:


	Fiscal Year
In Millions	2026	2025	2024
Net cash proceeds	$0.5	$43.0	$25.5
Intrinsic value of options exercised	$—	$11.7	$7.6

Restricted Stock, Restricted Stock Units, and Performance Share Units

Stock and units settled in stock subject to a restricted period and a purchase price, if any (as determined by the Compensation

Committee of the Board of Directors), may be granted to key employees under the 2022 Plan. Under the 2022 Plan, restricted stock

and restricted stock units are generally issued with four-year graded vesting or four-year cliff vesting. Performance share units are

earned primarily based on our future achievement of three-year goals for average organic net sales growth and cumulative operating

cash flow and a relative total shareholder return modifier. Performance share units are settled in common stock and are generally

subject to a three-year performance and vesting period. The sale or transfer of these awards is restricted during the vesting period.

Participants holding restricted stock, but not restricted stock units or performance share units, are entitled to vote on matters submitted

to holders of common stock for a vote. These awards accumulate dividends from the date of grant, but participants only receive

payment if the awards vest. As of May 31, 2026, restricted stock units and performance share units include some granted under the

2017 Stock Compensation Plan.

Information on restricted stock unit and performance share unit activity follows:


	Equity Classified		Liability Classified
	Share-Settled Units (Thousands)	Weighted-Average Grant-Date Fair Value	Share-Settled Units (Thousands)	Weighted-Average Grant-Date Fair Value
Non-vested as of May 25, 2025	4,090.3	$66.90	58.9	$66.63
Granted	2,058.5	51.10	33.2	50.89
Vested	(1,663.8)	65.31	(25.8)	64.39
Forfeited	(845.4)	59.67	(3.5)	61.23
Non-vested as of May 31, 2026	3,639.6	$60.37	62.8	$59.53


	Fiscal Year
	2026	2025	2024
Number of units granted (thousands)	2,091.7	1,698.0	1,517.8
Weighted-average price per unit	$51.09	$63.37	$73.38

The total grant-date fair value of restricted stock unit awards that vested was $110.3 million in fiscal 2026, $113.8 million in fiscal

2025, and $92.9 million in fiscal 2024.

As of May 31, 2026, unrecognized compensation expense related to non-vested stock options, restricted stock units, and performance

share units was $109.4 million. This expense will be recognized over 21 months, on average.

Stock-based compensation expense related to restricted stock units and performance share units was as follows:


	Fiscal Year
In Millions	2026	2025	2024
Compensation expense related to restricted stock units and performance share units	$64.2	$75.9	$81.4

Compensation expense related to stock-based payments recognized in our Consolidated Statements of (Loss) Earnings includes

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

GENERAL MILLS INC 10-K