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

Rhea-AI Filing Summary

Brendan M. Foley, identified as Chairman, President & CEO of McCormick & Company (MKC), reported changes in beneficial ownership on a Form 4. The filing shows awards of phantom stock under a Non‑Qualified Retirement Savings Plan that are payable in voting common stock: 74.888 phantom shares with a reported price of $70.74 and 35.211 phantom shares with a reported price of $69.09. The filing also references dividend reinvestment for certain holdings and identifies the transactions dated 07/21/2025 and 08/12/2025.

The document names McCormick as the issuer and lists the reporting person’s address and role. An attorney‑in‑fact signed the form on behalf of Mr. Foley. The explanations in the filing state that each phantom share represents the right to receive one voting common share and that payouts follow the plan terms.

Positive

• Reported acquisition of phantom stock under the Non‑Qualified Retirement Savings Plan: 74.888 and 35.211 phantom shares are recorded.
• Phantom shares convert to voting common stock per plan terms, preserving alignment between executive compensation and shareholder equity.

Negative

• None.

Insights

Securities Analyst

TL;DR: CEO received plan-based phantom stock tied to voting shares; transaction sizes are modest but signal continued executive equity link.

The Form 4 documents two plan-driven phantom stock events totaling 110.099 phantom shares split as 74.888 and 35.211 units. Reported per‑unit values of $70.74 and $69.09 are included on the form. From a trading-impact perspective, these are grants/payable rights under a retirement plan rather than open‑market purchases or sales, so immediate market liquidity impact is likely limited. Still, issuance of equity‑settled phantom units maintains executive alignment with shareholder value through future conversion to voting common stock.

Corporate Governance Expert

TL;DR: Transactions appear routine and plan‑driven; documentation clarifies payout mechanics but provides limited governance signal beyond usual compensation practice.

The filing explicitly ties phantom stock to the company’s Non‑Qualified Retirement Savings Plan and notes dividend reinvestment activity. Such entries commonly reflect standardized benefits and deferred compensation mechanics rather than discretionary insider trading. The presence of an attorney‑in‑fact signature indicates procedural handling. Overall, the filing documents compensation plan activity without indicating a change in governance or executive control.

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)
07/21/2025

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	07/21/2025		J(1)	V	0.003	A	$71.3165	1,145.457	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)	07/21/2025		J	V	74.888		(1)	(1)	Common Stock - Voting	74.888	$70.74	11,915.97	I	Non Qualified Retirement Savings Plan
Phantom Stock	(2)	08/12/2025		A		35.211		(2)	(2)	Common Stock - Voting	35.211	$69.09	11,951.181	I	Non Qualified Retirement Savings Plan

Explanation of Responses:

1. Dividend Reinvestment.

2. 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	08/14/2025
	** 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 McCormick CEO Brendan Foley report on the Form 4 (MKC)?

The filing reports awards of phantom stock under a Non‑Qualified Retirement Savings Plan representing 74.888 and 35.211 phantom shares payable in voting common stock.

On which dates were the transactions recorded on the Form 4?

The Form 4 lists transaction dates of 07/21/2025 and 08/12/2025 associated with the phantom stock entries.

What monetary figures are shown for the phantom stock entries?

The filing shows per‑unit figures of $70.74 for the 74.888 phantom shares and $69.09 for the 35.211 phantom shares.

How are the phantom shares settled according to the filing?

The document explains that each phantom share represents the right to receive one share of voting common stock and payouts follow the plan’s terms.

Who signed the Form 4 on behalf of the reporting person?

The form was signed by Jason E. Wynn, Attorney‑in‑Fact for the reporting person.