MCCORMICK & CO INC (MKC) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that MCCORMICK & CO INC surfaced in its latest filing.

• On February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, and Iran retaliated with missile attacks across the Middle East.February 28, 2026
• The transaction requires approval by the requisite vote of our shareholders of the issuance of our voting and non-voting stock and an amendment to our charter.
• The transaction requires the expiration or termination of the applicable waiting period under the HSR Act and obtaining certain other regulatory approvals.
• The transaction requires the effectiveness of a registration statement on Form S-4.
• Under certain specified circumstances, we could be required to pay Unilever a termination fee, as more fully described in the Merger Agreement.
• We may be subject to litigation related to any failure to complete the proposed transaction or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.
• The terms of the definitive agreements, including a stockholders’ agreement, a transition services agreement, a tax matters agreement and certain intellectual property and asset purchase agreements, have not been finalized and remain subject to negotiation.
• The Merger Agreement restricts us from taking certain actions outside the ordinary course of business prior to closing, including certain acquisitions, certain amendments to material contracts, and non-ordinary course changes to compensation arrangements, without the consent of Unilever.
• We have entered into the Bridge Commitment Letter and the Term Loan Agreement to finance the proposed transaction, and we anticipate replacing some or all of the Bridge Facility commitments on or prior to closing with Permanent Financing.