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None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
+Added: Compensatory Arrangements of Certain Officers
+Added: On June 22, 2026, the Compensation and Human Capital Committee of the Company’s Board of Directors determined that, subject to the consummation of the transactions under the Merger Agreement, in the event that one of the Company’s named executive officers is terminated by the Company other than for cause or the named executive officer resigns for good reason (each as defined in the Company’s Severance Plan for Executives (the “Severance Plan”)) during the period beginning six months before the Closing Date and ending two years after the Closing Date, the named executive officer will, subject to the terms and conditions in Section 4.1 of the Severance Plan, be entitled to the benefits under Sections 4.2(a)(2), 4.5(b), 4.6, 4.7(b) and 4.8 of the Severance Plan in lieu of the benefits under Sections 4.2(a)(1), 4.5(a) and 4.7(a) of the Severance Plan.
+Added: In addition, on June 24, 2026, each of the Company’s named executive officers (other than Mr.
+Added: Foley) entered into a retention award agreement providing for a special one-time cash retention award of $1,000,000, 50% of which will vest on the Closing Date and 50% of which will vest on the six-month anniversary of the Closing Date, subject to the named executive officer’s continued employment through each such vesting date.
+Added: If the named executive officer’s employment is terminated due to his or her death or disability, or following the Closing Date by the Company other than for cause, subject to an effective release of claims, the unvested portion of the retention award will fully vest and become payable.
+Added: The foregoing description of the Severance Plan determination is qualified in its entirety by reference to the terms of the Severance Plan, which is filed as Exhibit 10(xix) to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2015, and the description of the retention awards is qualified in its entirety by reference to the terms of the form of retention award agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending August 31, 2026.
+Added: This disclosure is intended to satisfy the requirements of Item 5.02(e) of Form 8-K.
The following exhibits are attached or incorporated herein by reference:
Exhibit Number Description
+Added: Agreement and Plan of Merger, dated March 31, 2026, by and among Unilever PLC, Unilever Alpha HoldCo B.V., Sandman Corporation, McCormick & Company, Incorporated, Morpheus Merger Sub I Corp.
+Added: and Morpheus Merger Sub II, LLC, incorporated by reference from Exhibit 2.1 of McCormick's Form 8-K/A, as amended, dated March 31, 2026, File No.
+Added: 1-14920, as filed with the Securities and Exchange Commission on April 6, 2026.
+Added: (ii) Separation and Distribution Agreement, dated as of March 31, 2026, by and among Unilever PLC, Unilever Alpha HoldCo B.V., Sandman Corporation and McCormick & Company, Incorporated, incorporated by reference from Exhibit 2.2 of McCormick's Form 8-K/A, as amended, dated March 31, 2026, File No.
+Added: 1-14920, as filed with the Securities and Exchange Commission on April 6, 2026.
+Added: (iii) Term Loan Agreement, dated April 28, 2026, by and among McCormick, as borrower, the lenders party thereto and Citibank, N.A., as administrative agent for the lenders, incorporated by reference from Exhibit 2.1 of McCormick’s Form 8-K, dated April 28, 2026, File No.
+Added: 1-14920, as filed with the Securities and Exchange Commission on May 1, 2026.
Articles of Incorporation and By-Laws
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1-14920, as filed with the Securities and Exchange Commission on March 31, 2015.
+Added: (xvii) Employee Matt ers Ag reement, dated as of March 31, 2026, by and among Unilever PLC, Sandman Corporation, Unilever Alpha HoldCo B.V.
+Added: and McCormick & Company, Incorporated, incorporated by reference from Exhibit 10.1 of McCormick’s Form 8-K/A, as amended, dated March 31, 2026, File No.
+Added: 1-14920, as filed with the Securities and Exchange Commission on April 6, 2026.
(19) McCormick Insider Trading Policy, incorporated by reference from Exhibit 19 of McCormick’s Form 10-K for the fiscal year ended November 30, 2024, File No.
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1-14920, as filed with the Securities and Exchange Commission on January 25, 2024.
−Removed: (101) The following financial information from the Quarterly Report on Form 10-Q of McCormick for the quarter ended February 28, 2026, filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language):
+Added: (101) The following financial information from the Quarterly Report on Form 10-Q of McCormick for the quarter ended May 31, 2026, filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language):
(i) Condensed Consolidated Balance Sheet;
(ii) Condensed Consolidated Income Statement;
−Removed: (iii) Condensed Consolidated
−Removed: Statement of Comprehensive Income;
+Added: (iii) Condensed Consolidated Statement of Comprehensive Income;
(iv) Condensed Consolidated Cash Flow Statement;
−Removed: (v) Condensed Consolidated Statement of Stockholders' Equity;
+Added: (v) Condensed Consolidated Statement of Shareholders' Equity;
and (vi) Notes to the Condensed Consolidated Financial Statements.
−Removed: (104) Inline XBRL for the cover page from the Quarterly Report on Form 10-Q of McCormick for the quarter ended February 28, 2026, files electronically herewith, included in the Exhibit 101 inline XBRL Document Set.
+Added: (104) Inline XBRL for the cover page from the Quarterly Report on Form 10-Q of McCormick for the quarter ended May 31, 2026, filed electronically herewith, included in the Exhibit 101 inline XBRL Document Set.
* Management contract or compensatory plan or arrangement.
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McCORMICK & COMPANY, INCORPORATED
−Removed: March 31, 2026 By:
−Removed: /s/ Marcos M.
+Added: June 25, 2026 By:
Executive Vice President & Chief Financial Officer
−Removed: March 31, 2026 By:
−Removed: /s/ Gregory P.
+Added: June 25, 2026 By:
Vice President & Controller
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.