UNILEVER PLC SEC Filings

Unilever PLC describes a proposed business combination among McCormick & Company, Sandman Corporation (an indirect wholly owned Unilever subsidiary) and Unilever Foods, including an anticipated separation and spin-off of Unilever Foods before combining it with McCormick. The text primarily provides an extensive cautionary statement on forward-looking statements and outlines numerous risks that could cause the transaction not to close or to differ materially from current expectations, including regulatory approvals, shareholder approval, financing, integration challenges and potential changes to the separation structure. It also explains that McCormick will file a registration statement on Form S-4, Unilever Foods will file a registration statement on Form 10, and that related proxy and information materials will be made available through the SEC, urging investors and security holders to read those documents when available.

Unilever PLC outlines a proposed business combination under which its Unilever Foods business would be separated from Unilever and combined with McCormick & Company, Inc. through Sandman Corporation, an indirect Unilever subsidiary. The text emphasizes that expectations for the transaction and the combined company are forward-looking statements subject to significant risks and uncertainties.

Completion depends on factors such as regulatory approvals, McCormick shareholder approval, financing availability, effectiveness of registration statements, successful execution of the Unilever Foods separation, and satisfaction of other closing conditions. Additional risks include potential changes to tax and legal treatments, integration challenges, higher debt at McCormick, possible legal proceedings, and a wide range of operational, ESG, market, and execution risks affecting both Unilever and McCormick. Investors are urged to review forthcoming SEC filings, including a planned Form S-4 for McCormick and a Form 10 for Unilever Foods, for detailed information.

Unilever PLC reports that several senior executives and leaders reinvested their cash dividends into additional Unilever PLC ordinary 3½ pence shares on 1 July 2026. These transactions were made under dividend reinvestment arrangements on the London and Amsterdam stock exchanges during an open period.

Participants included the Chief Financial Officer, business group presidents, functional chiefs and other Unilever Leadership Executive members. Each transaction reflects automatic or agreed reinvestment of dividends on beneficially owned shares, in sterling and/or euros, at market-based prices disclosed for each trade.

Unilever PLC has completed its 2026 share buyback programme of up to €1.5 billion. Under this programme, the company repurchased a total of 30,703,780 ordinary shares for an aggregate market value equivalent of €1,499,999,891, with purchases between 26 May and 5 June 2026 executed via Morgan Stanley on multiple trading venues and held in treasury.

Following these transactions, Unilever held 30,703,780 ordinary shares in treasury. As at 30 June 2026, issued share capital comprised 2,185,205,247 ordinary shares, of which 2,154,262,326 shares carried voting rights after excluding treasury and other Unilever group-held shares. The filing also notes a director PDMR purchase: Non-Executive Director Ruby Lu bought 8,915 Unilever PLC ADRs on 8 June 2026 at $56.055 each, for a total of $499,730.33.

Unilever PLC uses this Form 6-K to summarise several April–May 2026 capital and governance actions. The company continued its existing share buyback programme, repurchasing ordinary shares on London and other European venues via Morgan Stanley & Co. International, with all repurchased shares held in treasury. After these transactions, issued share capital was 2,185,205,247 ordinary shares, including 18,463,459 held in treasury, and there were 2,166,502,268 shares with voting rights as at 29 May 2026. The filing also details multiple management Bonus Deferral Awards and Performance Share Plan (PSP) grants, including awards to the Chief Executive Officer and Chief Financial Officer, as well as open‑market share purchases by non‑executive directors. In addition, Unilever announces publication of the audited 2025 financial statements for Unilever Finance Netherlands B.V., available on its website, providing updated information for bond and debt investors.

Unilever PLC has published an Information Memorandum for the U.S.$25,000,000,000 Debt Issuance Programme of Unilever Finance Netherlands B.V., Unilever Capital Corporation and Unilever PLC as issuers, with Unilever PLC and Unilever United States, Inc. acting as guarantors.

The Information Memorandum has been approved by the UK Financial Conduct Authority and is available online and via the National Storage Mechanism. The announcement stresses that the notes are not registered under the U.S. Securities Act of 1933, are generally not for U.S. persons, and that there will be no public offering of the notes in the United States.

Unilever PLC reported that shareholders approved all 21 resolutions at the 2026 Annual General Meeting held on 13 May 2026. Resolutions 1 to 17 passed as ordinary resolutions and 18 to 21 as special resolutions, with poll voting showing strong majorities on every item.

Shareholders elected or re-elected 10 directors, including Srinivas Phatak, Fernando Fernandez, Nelson Peltz and others, and approved the Directors’ Remuneration Report and Remuneration Policy. They also reappointed KPMG LLP as auditor, renewed authorities to allot shares, disapply pre-emption rights, purchase the company’s own shares and shorten notice for general meetings.

Total votes cast on most resolutions represented about 73% of Unilever’s share capital. As of close of business on 12 May 2026, Unilever PLC had 2,185,205,247 issued ordinary shares, with 2,179,434,462 ordinary shares carrying exercisable voting rights as of 13 May 2026.

Unilever PLC reported that Non-Executive Director Zoe Yujnovich purchased 345 Unilever PLC ordinary 3 1/2 pence shares on the London Stock Exchange.

The shares were bought on 1 May 2026 at a price of £44.18 per share, for a total consideration of £15,242.70, with the transaction conducted in British pounds.

Unilever PLC provides an update on its share capital and voting rights as at 30 April 2026. Issued share capital consisted of 2,185,205,247 ordinary shares of 3 1/2p each. None were held as treasury shares, while 253,651 ordinary shares were held by Unilever group companies without exercisable voting rights.

As a result, there were 2,184,951,596 shares with voting rights. This figure is the denominator shareholders should use when calculating whether they must notify holdings or changes under the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.