Filed
by McCormick & Company, Incorporated
pursuant
to Rule 425 under the Securities Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Subject
Company: Unilever PLC
(Commission
File No. 001-04546)
Date:
July 23, 2026
Corporate
LinkedIn Post
McCormick
today shared several important updates regarding our proposed combination with Unilever Foods, including the planned operating model,
Executive Team, and secondary listing location for the future combined company.
The
planned operating model is designed to place consumers and customers at the center of the business, enabling disciplined execution, accelerated
innovation, and sustainable long-term growth. The Executive Team, composed of talented global leaders from both McCormick and Unilever
Foods, brings deep expertise across brands, categories, customers, and geographies, positioning the combined company to capitalize on
its expanded global platform.
Additionally,
the combined company will pursue a secondary stock listing on the London Stock Exchange in addition to McCormick’s primary listing
on the NYSE.
The
press release, as well as more information about the announced operating model and Executive Team, can be found at globalflavorleader.com.
Brendan
Foley LinkedIn Repost
Today,
we shared key updates on what McCormick will look like following our combination with Unilever Food, including the executive leaders
who will help shape our future.
This
announcement is a testament to the significant ground our integration teams have covered in just a few months of planning. I am incredibly
proud of the work our teams continue to do as we create a highly differentiated global flavor leader positioned to deliver meaningful
value for all stakeholders.
The
press release, as well as other important information about the announced operating model and Executive Team, can be found at https://www.globalflavorleader.com/resources/
Marcos
Gabriel LinkedIn Repost
I
am thrilled by the continued focus and diligence across our company as integration planning progresses. The combined business will have
the right structure and strong leadership needed to capture new opportunities, realize the expected synergies, and execute our long-term
growth strategy.
Additionally,
our planned secondary listing on the London Stock Exchange complements our NYSE listing and is expected to support capital flows and
enhance liquidity for shareholders. This in combination with our International HQ in the Netherlands and Global HQ in the US, reinforces
the global nature of the combined company.
It
has been a highly productive few months, and we look forward to sharing more details about the transaction as we move forward.
The
press release, as well as other important information about the announced operating model and Executive Team, can be found at https://www.globalflavorleader.com/resources/
Sarah
Piper LinkedIn Repost
McCormick
has announced a world-class planned Executive Team for our future combined company, balancing representation, skills, and deep global
expertise from across the combined business. We anticipate this talented group of leaders will help position us to be a truly differentiated
global leader in flavor.
The
press release, as well as other important information about the announced operating model and Executive Team, can be found at https://www.globalflavorleader.com/resources/
Andrew
Foust LinkedIn Repost
Thank
you to our dedicated McCormick and Unilever integration planning teams for all their hard work and collaboration to deliver today’s
announcements! I am honored to work alongside such a talented group of colleagues as we continue to plan for a successful transaction
close and integration.
The
press release, as well as other important information about the announced operating model and Executive Team, can be found at https://www.globalflavorleader.com/resources/
Guy
Peri LinkedIn Repost:
Exciting
news from McCormick today as we shared further details on the planned operating model for the combined McCormick and Unilever Foods business
following close.
I
am honored to be selected to serve as Chief Information & Digital Officer post-close for the combined company and excited
to work collaboratively with exceptional teams as we build a scaled global flavor leader powered by technology, innovation, and world-class
talent.
Thank
you to everyone contributing to the integration planning effort and helping shape the future of our combined company, where technology,
data and AI will enable growth, efficiency and effectiveness.
The
press release, as well as other important information about the announced operating model and Executive Team, can be found at McCormick
Announces Operating Model, Executive Team, and Secondary Listing Location for Combined Company
Suzanne
Roy LinkedIn Repost:
Today
marks an exciting milestone as McCormick continues planning for our combination with Unilever Foods and takes another step toward creating
the world's preeminent flavor-focused company.
I'm
honored to have the opportunity to serve as the future EVP, President of Global Flavor following close and even more excited
about what this means for our customers and our teams.
Together,
we have the opportunity to combine world-class flavor expertise, consumer insights, culinary capabilities, and innovation to create greater
value for customers around the globe. By bringing together the strengths of our regions, we can help customers move faster, innovate
more effectively, and deliver products and experiences consumers love.
Just
as importantly, this is an exciting opportunity for our talented teams—bringing together diverse expertise, perspectives, and capabilities
united by a shared passion for flavor, innovation, and growth.
While
there is still important work ahead, today's announcement reflects the incredible potential of what we can build together. I couldn't
be more excited for the journey ahead.
The
press release, as well as other important information about the announced operating model and Executive Team, can be found at McCormick
Announces Operating Model, Executive Team, and Secondary Listing Location for Combined Company
#McCormick
#Flavor #Innovation #CustomerPartnerships #FoodInnovation #Growth #FutureOfFlavor #OneTeam
McCormick
Cautionary Statement Regarding Forward Looking Statements
Certain
information contained in this document that are not statements of historical or current fact constitute “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words such
as “will,” “aim,” “expects,” “anticipates,” “intends,” “looks,”
“believes,” “vision,” “ambition,” “target,” “goal,” “plan,” “potential,”
“work towards,” “may,” “milestone,” “objectives,” “outlook,” “probably,”
“project,” “risk,” “continue,” “should,” “would be,” “seeks,”
or the negative of these terms and other similar expressions of future performance, results, actions or events, and their negatives,
are intended to identify such forward-looking statements. Forward-looking statements can be made in writing but also may be made verbally
by directors, officers and employees of McCormick. The forward-looking statements contained in this document include, without limitation,
the anticipated benefits of, and our plans, strategies and objectives relating to, the pending transaction with Unilever Foods.
These
and other forward-looking statements are based on management’s current views and assumptions. They are not historical facts, nor
are they guarantees of future performance or outcomes. Many risks, uncertainties and other factors could cause actual future events to
differ materially from the forward-looking statements in this communication, including, but not limited to: (i) the parties’ ability
to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction, including changes in relevant
tax and other applicable laws, and the occurrence of any event, change or other circumstance that could give rise to the termination
of the transaction agreement; (ii) the failure to obtain necessary regulatory approvals, approval of our shareholders, anticipated tax
treatment or any required financing, or to satisfy any of the other conditions to the transaction, including the risks that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, may require conditions, limitations or
restrictions in connection with such approvals or that such regulatory approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of the transaction; (iii) the risk that the proposed transaction may not
be completed on the terms or in the time frame expected by the parties, or at all; (iv) direct transaction costs and substantial transition
and integration-related costs associated with the proposed transaction with Unilever Foods; (v) the possibility that unforeseen liabilities,
future capital expenditures, revenues, expenses, charges, earnings, synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies resulting from the transaction or otherwise could adversely impact anticipated
combined company metrics and/or the value or expected benefit of, timing or pursuit of the transaction; (vi) the risks and costs of the
pursuit and/or implementation of the anticipated separation of Unilever Foods’ business, including the anticipated timing required
to complete the separation, any adjustment to the terms of the transaction and any changes to the configuration of the businesses included
in the separation if implemented; (vii) uncertainties as to McCormick’s access to available financing to consummate the transaction
upon acceptable terms and on a timely basis or at all; (viii) the failure to obtain the effectiveness of the registration statements
for the transaction or receipt of McCormick shareholder approval for the transaction and certain related matters; (ix) the risk that
combined company financial information relating to the transaction, including anticipated combined company revenues, earnings, cash flows,
capital expenditures, indebtedness and other financial metrics of the combined company; (x) the risk that the anticipated ownership percentages
of McCormick shareholders, Unilever shareholders and Unilever following the closing of the transaction may differ from those expected;
(xi) the effect of the announcement or pendency of the transaction on Unilever Foods’ or McCormick’s business relationships,
competition, business, financial condition and operating results, including risks that the transaction disrupts current plans and operations
of Unilever Foods or McCormick, the ability of Unilever Foods or McCormick to retain and hire key personnel, risks related to diverting
either management team’s attention from ongoing business operations, and risks associated with third-party contracts containing
consent and/or other provisions that may be triggered by the transaction; (xii) the ability of McCormick to successfully integrate Unilever
Foods’ operations and implement its plans, forecasts and other expectations with respect to Unilever Foods’ business or the
combined business after the closing of the transaction; (xiii) the ability of McCormick to manage additional debt and successfully de-lever
following the transaction; and (xiv) the outcome of any legal proceedings that may be instituted against Unilever Foods or McCormick
related to the transaction; and other risks described in the company’s filings with the Securities and Exchange Commission (“SEC”),
including McCormick’s Annual Report on Form 10-K for the year ended November 30, 2025 and Quarterly Report on Form 10-Q for the
quarter ended February 28, 2026. Actual results could differ materially from those projected in the forward-looking statements. The company
undertakes no obligation to update or revise publicly, any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by law.
Unilever
Cautionary Statement Regarding Forward Looking Statements
This
document may contain forward-looking statements within the meaning of the securities laws of certain jurisdictions, including ‘forward-looking
statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are, or may be deemed to be, forward-looking statements. Words and terminology such as ‘will’,
‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’,
‘vision’, ‘ambition’, ‘target’, ‘goal’, ‘plan’, ‘potential’,
‘work towards’, ‘may’, ‘milestone’, ‘objectives’, ‘outlook’, ‘probably’,
‘project’, ‘risk’, ‘continue’, ‘should’, ‘would be’, ‘seeks’,
or the negative of these terms and other similar expressions of future performance, results, actions or events, and their negatives,
are intended to identify such forward-looking statements. Forward-looking statements also include, but are not limited to, statements
and information regarding the pending transaction of Unilever Foods with McCormick. Forward-looking statements can be made in writing
but also may be made verbally by directors, officers and employees of the Unilever Group. These forward-looking statements are based
upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group. They are
not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this announcement
are expressly qualified in their entirety by the cautionary statements contained in this section. Readers should not place undue reliance
on forward-looking statements. Because these forward-looking statements involve known and unknown risks and uncertainties, a number of
which may be beyond the Unilever Group’s control, there are important factors that could cause actual results to differ materially
from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors
which could cause actual results to differ materially from the forward-looking statements expressed in this announcement are: the parties’
ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction, including changes
in relevant tax and other applicable laws, and the occurrence of any event, change or other circumstance that could give rise to the
termination of the transaction agreement, the failure to obtain necessary regulatory approvals, approval of McCormick shareholders, anticipated
tax treatment or any required financing, or to satisfy any of the other conditions to the transaction, including the risks that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, may require conditions, limitations or
restrictions in connection with such approvals or that such regulatory approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of the transaction; the risk that the proposed transaction may not be
completed on the terms or in the time frame expected by the parties, or at all; direct transaction costs and substantial transition and
integration-related costs associated with the proposed transaction with Unilever Foods; the possibility that unforeseen liabilities,
future capital expenditures, revenues, expenses, charges, earnings, synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies resulting from the transaction or otherwise could adversely impact anticipated
combined company metrics and/or the value or expected benefit of, timing or pursuit of the transaction, the risk that the anticipated
ownership percentages of McCormick shareholders, Unilever shareholders and Unilever following the closing of the transaction may differ
from those expected, the risks and costs of the pursuit and/or implementation of the anticipated separation of Unilever Foods’
business, including the anticipated timing required to complete the separation, any adjustment to the terms of the transaction and any
changes to the configuration of the businesses included in the separation if implemented, uncertainties as to McCormick’s access
to available financing to consummate the transaction upon acceptable terms and on a timely basis or at all, the failure to obtain the
effectiveness of the registration statements for the transaction or receipt of McCormick shareholder approval for the transaction and
certain related matters, the effect of the announcement or pendency of the transaction on Unilever Foods’ or McCormick’s
business relationships, competition, business, financial condition and operating results, including risks that the transaction disrupts
current plans and operations of Unilever Foods or McCormick, the ability of Unilever Foods or McCormick to retain and hire key personnel,
risks related to diverting either management team’s attention from ongoing business operations, and risks associated with third-party
contracts containing consent and/or other provisions that may be triggered by the transaction; the ability of McCormick to successfully
integrate Unilever Foods’ operations and implement its plans, forecasts and other expectations with respect to Unilever Foods’
business or the combined business after the closing of the transaction; the ability of McCormick to manage additional debt and successfully
de-lever following the transaction; the outcome of any legal proceedings that may be instituted against Unilever Foods or McCormick related
to the transaction; Unilever' ability to innovate and remain competitive; Unilever' investment choices in its portfolio management; the
effect of climate change on Unilever' business; Unilever' ability to find sustainable solutions to its plastic packaging; significant
changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in Unilever' supply
chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high-quality
products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic,
social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory,
tax and legal matters and practices with regard to the interpretation and application thereof and emerging and developing ESG reporting
standards including differences in implementation of climate and sustainability policies in the regions where the Unilever Group operates.
Risk with respect to McCormick are further described in its filings with the US Securities and Exchange Commission (“SEC”),
including McCormick’s Annual Report on Form 10-K for the year ended November 30, 2025 and Quarterly Report on Form 10-Q for the
quarter ended February 28, 2026. The forward-looking statements are based on our beliefs, assumptions and expectations of our future
performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future
events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known
to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed
in our forward-looking statements. The forward-looking statements speak only as of the date of this announcement. Except as required
by any applicable law or regulation, the Unilever Group expressly disclaims any intention, obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in the Unilever Group’s expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New risks and uncertainties
arise over time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact
of each factor on our business or the extent to which any factor, or combination of factors, may cause actual events, to differ materially
from those contained in any forward-looking statements. Further details of potential risks and uncertainties affecting the Unilever Group
are described in the Unilever Group’s filings with the London Stock Exchange, Euronext Amsterdam and the SEC, including in the
Annual Report on Form 20-F 2025 and the Unilever Annual Report and Accounts 2025.
No
Offer or Solicitation
This
document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation
of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended.
Important
Information and Where to Find It
This
document relates to a proposed transaction among McCormick, Unilever and Unilever Foods. The parties intend to file relevant materials
with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by McCormick with the SEC, which will
include a document that serves as a proxy statement/prospectus of McCormick in connection with the anticipated separation of Unilever
Foods from Unilever and combination with McCormick, and a registration statement on Form 10 to be filed by Unilever Foods entity that
serve as an information statement/prospectus in connection with the spin-off of Unilever Foods from Unilever. Each party will also file
other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS,
INFORMATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by McCormick, Unilever Foods or Unilever through the website maintained by the SEC at www.sec.gov.
The
documents filed by McCormick with the SEC also may be obtained free of charge at McCormick’s website at https://ir.mccormick.com/
or upon written request to McCormick & Company, Incorporated, 24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031, Attention:
Investor Relations Department. The documents filed by Unilever Foods or Unilever with the SEC also may be obtained free of charge upon
written request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
Participants
in Solicitation
McCormick
and Unilever and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
McCormick’s shareholders in connection with the proposed transaction. Information about McCormick’s directors and executive
officers and their ownership of McCormick’s common stock is set forth in McCormick’s proxy statement for its 2025 Annual
Meeting of Shareholders on Schedule 14A filed with the SEC on February 18, 2026. To the extent that holdings of McCormick’s securities
have changed since the amounts printed in McCormick’s proxy statement, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the direct and indirect interests of those persons
and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus
regarding the proposed transaction when it becomes available. Information about the directors and executive officers of Unilever is set
forth in its Annual Report on Form 20-F for the year ended December 31, 2025, which was filed with the SEC on March 12, 2026. You may
obtain free copies of these documents as described in the preceding paragraph.
