McCormick (NYSE: MKC) CEO Brendan Foley reports 5.1% ownership in 13D

Rhea-AI Filing Summary

McCormick & Company Chairman, President and CEO Brendan M. Foley filed a Schedule 13D reporting significant ownership of the company’s common stock. He beneficially owns 790,496 shares of common stock, representing 5.1% of the outstanding class, including 648,975 shares that could be acquired within 60 days through stock options and restricted stock units.

The filing explains that Foley receives a substantial portion of his compensation in equity under McCormick’s incentive and retirement plans. He states that he currently has no specific plans to change control or pursue major corporate actions but may acquire additional shares or dispose of shares in the future as circumstances warrant. Recent equity-related activity includes phantom stock accruals in a non-qualified retirement plan, an award of 20,198 shares under a long-term incentive program, and a grant of 68,855 restricted stock units.

Insights

Corporate governance and insider-ownership analyst

CEO Brendan Foley discloses a 5.1% beneficial stake in McCormick, aligning leadership with shareholders.

Brendan M. Foley, McCormick’s Chairman, President and CEO, reports beneficial ownership of 790,496 common shares, or 5.1% of the class. This includes 648,975 shares obtainable within 60 days via stock options and restricted stock units tied to company equity plans.

Higher insider ownership can align executive incentives with long-term shareholder value, but it also concentrates voting power. Foley indicates no current plans for transactions such as mergers, restructurings, or control shifts, while reserving the right to buy more shares or sell some later.

Recent equity activity—phantom stock credits, a 20,198-share long-term incentive award, and 68,855 new restricted stock units granted on February 6, 2026—highlights the company’s reliance on equity compensation. Future filings will clarify how these awards vest and whether Foley adjusts his stake over time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

McCORMICK & COMPANY, INCORPORATED

(Name of Issuer)

Common Stock

(Title of Class of Securities)

579780206

(CUSIP Number)

Jeffery D. Schwartz
c/o McCormick & Company, Incorporated, 24 Schilling Road, Suite 1
Hunt Valley, MD, 21031
(410) 771-7301

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 579780206

1

Name of reporting person

Brendan M. Foley

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 790,496.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 790,496.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

790,496.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* See Item 5. ** Based on (i) 14,803,418 shares of Common Stock outstanding as of February 6, 2026 plus (ii) 648,975 shares that may become issuable upon the exercise of stock options and vesting of restricted stock units held by the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: McCORMICK & COMPANY, INCORPORATED
(c)	Address of Issuer's Principal Executive Offices: 24 Schilling Road, Suite 1, Hunt Valley, MARYLAND , 21031.
Item 2.	Identity and Background
(a)	Brendan M. Foley (the "Reporting Person")
(b)	24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031
(c)	The Reporting Person's present principal occupation is Chairman of the Board, President and Chief Executive Officer of the Issuer.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
(f)	The Reporting Person is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person is an executive officer of the Issuer and, in addition to compensation in cash, receives compensation in the form of shares of Common Stock of the Issuer pursuant to stock options, restricted shares of Common Stock and other equity awards granted pursuant to the terms of the Issuer's equity compensation plans.
Item 4.	Purpose of Transaction
	See Item 3 above. The Reporting Person does not have any current plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding the foregoing, the Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his ownership of the shares of Common Stock he now owns and to take such actions as he deems appropriate in light of the circumstances including, without limitation, to acquire additional shares of Common Stock or to dispose of, in any manner permitted by law, all or a portion of the Common Stock which he now owns or may hereafter acquire.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Person beneficially owns, in aggregate, 790,496 shares of Common Stock, representing 5.1% of the Issuer's outstanding shares, which includes 648,975 shares of Common Stock which could be acquired within 60 days of February 6, 2026 pursuant to the exercise of stock options and vesting of restricted stock units.
(b)	(i) Sole power to vote or direct the vote: 790,496 (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: 790,496 (iv) Shared power to dispose or direct the disposition: -0-
(c)	The Reporting Person has effected no transactions in the Common Stock of the Issuer within the past 60 days, except as follows: (1) on December 17, 2025, the Reporting Person acquired 70.873 shares of phantom stock in the Issuer's Non-Qualified Retirement Savings Plan, each representing one share of Common Stock, (2) on December 30, 2025, the Reporting Person acquired 35.524 shares of phantom stock in the Issuer's Non-Qualified Retirement Savings Plan, each representing one share of Common Stock, (3) on January 19, 2026, the Issuer awarded the Reporting Person 20,198 shares of Common Stock pursuant to the Issuer's Long-Term Incentive Program for the three year performance cycle beginning on December 1, 2022 and ending on November 30, 2025, and (4) on February 6, 2026, the Issuer granted the Reporting Person 68,855 restricted stock units.
(d)	No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	99.1 Power of Attorney (incorporated herein by reference to Exhibit 24 to the Form 4 filed by the Reporting Person on November 19, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Brendan M. Foley

Signature:	/s/ Jason E. Wynn
Name/Title:	Jason E. Wynn / Attorney-in-Fact
Date:	02/13/2026

FAQ

What does Brendan Foley’s Schedule 13D filing for McCormick (MKC) report?

The Schedule 13D reports that Brendan M. Foley beneficially owns 790,496 shares of McCormick common stock, equal to 5.1% of the class. This stake includes shares currently held plus those acquirable through options and restricted stock unit vesting within 60 days of February 6, 2026.

How many McCormick (MKC) shares can Brendan Foley acquire through equity awards?

Brendan Foley’s beneficial ownership includes 648,975 shares of McCormick common stock that he can acquire within 60 days via stock options and restricted stock units. These awards are granted under the company’s equity compensation plans as part of his overall executive compensation package.

What percentage of McCormick (MKC) does Brendan Foley control according to the filing?

The filing states that Brendan M. Foley beneficially owns 5.1% of McCormick’s common stock, or 790,496 shares. This percentage is calculated based on 14,803,418 shares outstanding as of February 6, 2026, plus shares issuable to him from options and restricted stock units.

Does Brendan Foley plan any major corporate actions at McCormick (MKC)?

The Schedule 13D states that Brendan Foley has no current plans or proposals for transactions such as mergers, restructurings, or other major corporate actions. However, he reserves the right to change his purpose, acquire additional shares, or dispose of shares in the future if circumstances change.

What recent equity-related transactions involving McCormick (MKC) did Brendan Foley report?

Foley reported several recent items: phantom stock acquisitions on December 17 and December 30, 2025, an award of 20,198 shares under a long-term incentive program on January 19, 2026, and a grant of 68,855 restricted stock units on February 6, 2026, all tied to McCormick equity.

How does Brendan Foley receive equity compensation from McCormick (MKC)?

The filing explains that Brendan Foley, as an executive officer, receives compensation not only in cash but also in shares of common stock through stock options, restricted shares, restricted stock units, and other equity awards granted under McCormick’s equity compensation plans and retirement programs.