MKC-V — MCCORMICK & CO INC SEC Filings

FILING UNDER SECURITIES ACT RULE 425

Insider Activity

In the 90 days to Feb 12, 2026: 3 sold $7.9M.

Date	Insider	Action	Shares	Price	Value
Feb 12, 2026	Kurzius Lawrence ErikTenPercentOwner	Sell	50,000	$71.63	$3.6M
Feb 9, 2026	Mangan Michael DDirector	Sell	5,000	$67.92	$340K
Feb 5, 2026	Tapiero JacquesDirector	Sell	5,000	$67.09	$335K
Feb 3, 2026	Tapiero JacquesDirector	Sell	5,000	$63.85	$319K
Jan 13, 2026	Kurzius Lawrence ErikTenPercentOwner	Sell	50,000	$67.43	$3.4M
Nov 12, 2025	Foley Brendan MChairman, President & CEO	Sell	57,144	$65.56	$3.7M
Nov 11, 2025	Kurzius Lawrence ErikTenPercentOwner	Sell	14,060	$64.54	$907K
Nov 11, 2025	Kurzius Lawrence ErikTenPercentOwner	Sell	6,574	$64.54	$424K
Nov 11, 2025	Kurzius Lawrence ErikTenPercentOwner	Sell	5,903	$64.54	$381K
Oct 8, 2025	Kurzius Lawrence ErikTenPercentOwner	Sell	50,000	$65.86	$3.3M

Open-market buys & sells (Form 4, transaction codes P/S). Source: SEC structured insider data.

What Changed

Risk factors · Jan 23, 2025 → Jan 22, 2026

28 added · 31 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

In April 2025, the Food and Drug Administration (FDA) called on the industry to phase out all “petroleum-based synthetic dyes” from the nation’s food supply, and in May 2025, the Make America Healthy Again (MAHA) Commission published an assessment report discussing factors contributing to chronic childhood disease including diet, environmental exposure, lack of physical activity and healthcare.
The MAHA Commission publicly released its strategy report, setting forth certain recommendations for addressing chronic childhood disease, in September 2025.
Negative publicity about these concerns, whether or not valid, may discourage customers and consumers from buying our products or cause disruptions in production or distribution of our products and adversely affect our business, financial condition or results of operations. 7 The rising popularity of social networking and other consumer-oriented technologies has increased the speed and accessibility of information dissemination (whether or not accurate), and, as a result, negative, inaccurate, or misleading posts or comments on websites may generate adverse publicity that could damage our reputation or brands.
The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as legal challenges to the applicability of these tariffs, negotiations between affected countries, the responses of other countries or regions, exemptions, exclusions or other relief that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.
An overall labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our business, financial condition or operating results. 9 We may not be able to increase prices to fully offset inflationary and other pressures on costs, such as raw and packaging materials, labor and distribution costs, which may impact our financial condition or results of operations.

Changes in the political conditions in markets in which we manufacture, sell or distribute our products, as well as changing geopolitical conditions, including conflicts, may be difficult to predict and may adversely affect our business and financial results.

Results of elections, referendums, sanctions or other political processes and pressures in certain markets in which our products are manufactured, sold or distributed have created and could continue to create uncertainty regarding how existing governmental policies, laws and regulations may change, including with respect to sanctions, taxes, tariffs, import and export controls and the general movement of goods, materials, services, capital, data and people between countries.

In addition, the effects of these political and geopolitical conditions could also heighten many of the other risk factors described herein. 10 Our operations may be impaired as a result of disasters, business interruptions or similar events.

We expect there will continue to be new, and amendments to existing, laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in the U.S. and outside of the U.S.

Our attempts to offset these pressures through supply chain management initiatives and increases in the selling prices of some of our products may not be successful or may result in reductions in sales volume.

To the extent these actions are not sufficient to offset increase costs or result in significant decreases in sales volume, our business, financial condition, or operating results may be adversely affected.

We are subject to continued legislative and regulatory developments with respect to food ingredients at the state and federal levels, as well as related changes in consumer expectations and behavior.

No longer disclosed

In the U.S., for example, the CCPA imposes requirements on companies that do business in California and collect personal information from certain individuals, including notice, consent and service provider requirements.
In 2021, Virginia, Colorado, Connecticut and Utah adopted laws which have now taken effect introducing new privacy obligations, which have required us to develop additional compliance mechanisms and processes.
Further, the California Privacy Rights Act (CPRA) went into full effect on January 1, 2023 (with a ‘look-back’ to January 1, 2022).
Negative publicity about these concerns, whether or not valid, may discourage customers and consumers from buying our products or cause disruptions in production or distribution of our products and adversely affect our business, financial condition or results of operations.
The rising popularity of social networking and other consumer-oriented technologies has increased the speed and accessibility of information dissemination (whether or not accurate), and, as a result, negative, inaccurate, or misleading posts or comments on websites may generate adverse publicity that could damage our reputation or brands.
Political, socio-economic, cultural, and geopolitical (including instability and international conflicts such as the ongoing conflicts between Russia and Ukraine, the war in the Middle East, and rising tensions between China and Taiwan) conditions, as well as disruptions caused by terrorist activities or otherwise, could also create additional risks for regulatory compliance.
For instance, the GDPR, which applies to the processing of personal data of individuals in the European Union, is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including strict rules on the transfer of personal data to countries outside the European Union, including the U.S.
Accordingly, failure to comply with federal and state laws (both those currently in effect and future legislation) regarding privacy and security of personal information could expose us to fines and penalties under such laws.
The global economy has been negatively impacted by ongoing geopolitical conflicts, including the military conflicts between Russia and Ukraine, the war in the Middle East, as well as rising tensions between China and Taiwan.
We may not be able to increase prices to fully offset inflationary pressures on costs, such as raw and packaging materials, labor and distribution costs, which may impact our financial condition or results of operations.
Continued geographical turmoil, including the ongoing conflicts between Russia and Ukraine, the war in the Middle East, and rising tensions between China and Taiwan, has heightened the risk of cyberattack.
There also is a wide range of enforcement agencies at both the state and federal levels that can review companies for privacy and data security concerns based on general consumer protection laws.

MCCORMICK & CO INC

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Insider Activity

What Changed