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

Rhea-AI Filing Summary

Brendan M. Foley, Chairman, President & CEO of McCormick & Company (MKC), reported insider transactions dated 09/09/2025. The filing shows large disposals of company stock: 108,652.016 shares of voting common stock and 1,145.457 shares of non‑voting common stock were reported as disposed. The report also records an acquisition of 34.938 units of phantom stock under a Non‑Qualified Retirement Savings Plan that convert into the same number of voting shares, with an indicated price of $69.63 and resulting in 12,020.708 shares held indirectly in the plan. The form is signed by an attorney‑in‑fact on 09/10/2025.

The filing discloses a material reduction in direct insider ownership alongside a modest increase in plan‑based phantom holdings; it is a routine Section 16 disclosure of insider activity rather than operational or financial results.

Positive

• Transparent Section 16 disclosure showing CEO transactions and plan holdings
• Phantom stock units acquired convertible into voting shares under the company's retirement plan

Negative

• Large direct disposals by the CEO: 108,652.016 voting shares and 1,145.457 non‑voting shares reported as sold
• Net reduction in direct insider ownership which may be interpreted by investors as negative signaling

Insights

Financial Analyst

TL;DR: Significant insider disposals recorded, reducing direct holdings materially; watch total insider ownership changes.

The report shows a sizeable direct disposal of 108,652.016 voting shares and 1,145.457 non‑voting shares by the CEO, a transaction that is material in absolute terms and could alter perceived insider alignment with shareholders. The acquisition of 34.938 phantom stock units (payable in shares) is small relative to the disposals and results in 12,020.708 shares held indirectly in the retirement plan. From a liquidity and signaling perspective, the large direct sale is the dominant item and may warrant monitoring of subsequent insider activity or disclosures explaining the sale.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 requirements; transaction types include direct disposals and plan‑based phantom units.

The Form 4 is properly structured identifying the reporting person as CEO and indicating direct disposals and an acquisition under a Non‑Qualified Retirement Savings Plan. The phantom stock treatment—payable in shares—is disclosed and categorized as indirect ownership. The filing provides transparency required by securities rules; governance implications center on the large direct sale rather than process or compliance issues, as no exceptions or amendments are stated.

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
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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)
09/09/2025

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								1,145.457	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)	09/09/2025		A		34.938		(1)	(1)	Common Stock - Voting	34.938	$69.63	12,020.708	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	09/10/2025
	** 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 insider transactions did MKC CEO Brendan Foley report on 09/09/2025?

The filing reports disposals of 108,652.016 voting shares and 1,145.457 non‑voting shares, plus acquisition of 34.938 phantom stock units under a Non‑Qualified Retirement Savings Plan.

How many shares are held indirectly in the retirement plan after the reported transaction?

The Form 4 indicates 12,020.708 shares are beneficially owned indirectly in the Non‑Qualified Retirement Savings Plan.

At what price were the phantom stock units reported?

The phantom stock units are reported with a price of $69.63 per underlying share.

Who signed the Form 4 for Brendan Foley and when was it signed?

The form was signed by Jason E. Wynn, Attorney‑in‑Fact on 09/10/2025.

What is the reporting person's role at McCormick (MKC)?

The reporting person is identified as Chairman, President & CEO of McCormick & Company.