[Form 4] McCormick & Company, Incorporated Non-VTG CS Insider Trading Activity

Rhea-AI Filing Summary

McCormick & Company, Inc. (MKC) – Form 4 filing dated 07/02/2025 details a routine change in beneficial ownership by Chairman, President & CEO Brendan M. Foley.

• Transaction: On 06/30/2025 Mr. Foley was credited with 32.085 units of phantom stock (transaction code A) under the company’s Non-Qualified Retirement Savings Plan at an assigned price of $75.82 per unit.
• Derivative position: Following the credit, he now holds 11,772.064 phantom stock units, each convertible 1-for-1 into MKC voting common shares upon distribution.
• Direct equity ownership (unchanged): 108,652.016 voting common shares and 1,145.454 non-voting common shares.

No open-market purchase or sale of common shares occurred; the filing reflects an internal, deferred-compensation accrual. The quantity represents <0.05 % of MKC’s ~270 million diluted share count and is immaterial to valuation. Nevertheless, continued accrual of equity-based compensation maintains alignment between the CEO and shareholders.

Positive

• Alignment of interests: Additional phantom shares further link the CEO’s compensation to MKC’s share performance.
• No insider selling: The filing reports only an acquisition, with no dispositions that might signal bearish sentiment.

Negative

• Immaterial size: Only 32 phantom shares were credited, offering negligible incremental ownership.
• Non-cash transaction: Shares were awarded, not bought on the open market, limiting the strength of any positive signal.

Insights

Insider Transactions Analyst

TL;DR: Minor phantom-stock accrual; neutral impact—signals routine deferred-compensation, not open-market buying.

The 32-share phantom stock credit is de minimis relative to Mr. Foley’s existing 120k+ share exposure and MKC’s total float. Because it is awarded through the company plan rather than purchased with personal funds, it offers limited incremental insight into management’s market view. No selling activity was reported, so the filing carries no negative signal either. Overall, this is a routine administrative update with negligible market impact.

Corporate Governance Expert

TL;DR: Routine equity-based compensation; maintains pay-for-performance structure; not financially material.

Phantom stock accruals are standard components of executive retirement programs designed to defer taxation and tie long-term rewards to share performance. The continued issuance underscores board adherence to equity-linked compensation principles. Given the small quantity and absence of discretionary purchases, shareholders should view the filing as procedural rather than indicative of strategic intent.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foley Brendan M

(Last) (First) (Middle)

24 SCHILLING ROAD

SUITE 1

(Street)

HUNT VALLEY MD 21031

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MCCORMICK & CO INC [ MKC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock - Voting								108,652.016	D
Common Stock - Non Voting								1,145.454	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	06/30/2025		A		32.085		(1)	(1)	Common Stock - Voting	32.085	$75.82	11,772.064	I	Non Qualified Retirement Savings Plan

Explanation of Responses:

1. Each share of phantom stock represents the right to receive one share of Common Stock - Voting. Shares of Phantom Stock are payable in shares of Common Stock - Voting in accordance with the terms of the Non-Qualified Retirement Savings Plan.

	Jason E. Wynn, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Brendan M. Foley report in the July 2025 Form 4 for MKC?

He recorded an acquisition of 32.085 phantom stock units on 06/30/2025 under the Non-Qualified Retirement Savings Plan.

Did the MKC CEO buy or sell common shares on the open market?

No. The filing shows no open-market transactions; only a deferred-compensation phantom-stock credit occurred.

How many McCormick voting shares does Foley now own directly?

He continues to hold 108,652.016 voting common shares.

What is the total derivative (phantom stock) position after the transaction?

Foley beneficially owns 11,772.064 phantom stock units following the award.

At what price were the phantom shares valued in the plan?

The grant was recorded at $75.82 per phantom share.