McCormick & Company, Incorporated, the global spice and flavoring giant listed on NASDAQ, has disclosed a change in beneficial ownership by Sarah Piper, the company's Chief Human Relations Officer, filed on July 15, 2026. The disclosure reveals that Piper acquired 47.227 units of phantom stock on July 13, 2026, through the company's Non-Qualified Retirement Savings Plan, with each unit representing the right to receive one share of McCormick's voting common stock. The transaction brings her total phantom stock holdings in that plan to 4,751.394 units, while her direct beneficial ownership of voting common stock stands at 9,037.94 shares. Investors tracking insider ownership levels and executive compensation structures at McCormick may find the update relevant as a window into the company's deferred compensation arrangements for senior officers.

Key Points

  • NASDAQ: MKC-V — McCormick & Company, Incorporated (voting shares)
  • Chief Human Relations Officer Sarah Piper acquired 47.227 phantom stock units on July 13, 2026, under McCormick's Non-Qualified Retirement Savings Plan
  • Phantom stock was acquired at a price of $53.75 per unit; total phantom stock holdings following the transaction stand at 4,751.394 units held indirectly through the plan
  • Investors may watch for further insider ownership updates as executives continue to accumulate or dispose of McCormick equity interests through compensation and retirement arrangements

Sarah Piper's Role as Chief Human Relations Officer at McCormick

Sarah Piper serves as Chief Human Relations Officer at McCormick & Company, Incorporated, a role that places her among the company's senior executive leadership team subject to Section 16(a) reporting obligations under the Securities Exchange Act of 1934. As an officer of the issuer, Piper is required to report changes in her beneficial ownership of company securities promptly, ensuring that investors and the public have visibility into insider transactions that could be material indicators of executive sentiment or compensation structure.

The disclosure was filed on July 15, 2026, and relates to a transaction that took place two days earlier, on July 13, 2026. The filing was signed by Jeffery D. Schwartz, identified as attorney-in-fact for the reporting person, which is a common and legally recognized arrangement for the submission of insider ownership reports on behalf of executives. The filing confirms it was made by one reporting person and is not an amendment to a previously filed statement.

Phantom Stock Acquisition Through the Non-Qualified Retirement Savings Plan

The transaction at the heart of this disclosure involves the acquisition of 47.227 units of phantom stock by Sarah Piper on July 13, 2026, under McCormick's Non-Qualified Retirement Savings Plan. The phantom stock was acquired at a price of $53.75 per unit, as stated in the filing. Each unit of phantom stock represents the contractual right to receive one share of McCormick's voting common stock, making phantom stock economically equivalent to the underlying equity for purposes of long-term value accumulation.

Phantom stock arrangements of this type are a common feature of non-qualified deferred compensation plans at large publicly traded companies. Rather than receiving shares immediately, participants accumulate units over time, with actual share delivery occurring in accordance with the plan's terms — typically upon retirement, separation from service, or another qualifying event. The filing explains that shares of phantom stock are payable in shares of voting common stock in accordance with the terms of the Non-Qualified Retirement Savings Plan, and this indirect ownership is appropriately classified as held through the plan rather than directly by the executive.

Total Phantom Stock Position Following the July 13 Transaction

Following the acquisition of the 47.227 new phantom stock units, Sarah Piper's total beneficial ownership of phantom stock through the Non-Qualified Retirement Savings Plan rose to 4,751.394 units, as reported in Table II of the disclosure. These units are held indirectly, with the nature of indirect beneficial ownership identified as the Non-Qualified Retirement Savings Plan. Since each unit corresponds to one share of voting common stock, the aggregate value of this indirect holding can be estimated by reference to the per-unit acquisition price disclosed, though market fluctuations would affect that valuation over time.

The relatively modest size of the individual transaction — fewer than 50 units acquired — is consistent with a routine, plan-driven accrual rather than a discretionary open-market purchase. Investors should note that transactions occurring within non-qualified retirement savings plans are generally governed by plan rules and pre-existing elections, and do not necessarily reflect the executive's direct, discretionary view on the company's near-term share price outlook. Nevertheless, the cumulative phantom stock position of 4,751.394 units represents a meaningful long-term alignment of the officer's financial interests with those of common stockholders.

Direct Beneficial Ownership of McCormick Voting Common Stock

In addition to her indirect phantom stock holdings, the disclosure reports that Sarah Piper directly owns 9,037.94 shares of McCormick's voting common stock. This figure is presented in Table I of the filing, which covers non-derivative securities acquired, disposed of, or beneficially owned. The disclosure does not describe a transaction in Table I — no acquisition or disposal code is assigned — meaning the 9,037.94 figure represents the amount of voting common stock directly beneficially owned following the reported transaction date, without a separate non-derivative transaction having taken place on July 13, 2026.

The disclosure does not provide a breakdown of how the 9,037.94 shares of direct ownership were accumulated — whether through prior open-market purchases, vesting of equity awards, or other mechanisms — nor does it indicate any change to this figure as a result of the July 13 transaction. The company did not disclose this figure in the filing beyond the single aggregate amount reported in Table I. Investors may cross-reference prior Form 4 filings for McCormick to trace the history of Piper's direct share ownership over time.

Understanding the Derivative Security Classification of McCormick Phantom Stock

Phantom stock units are classified as derivative securities for the purposes of insider ownership reporting, as they derive their value from and are ultimately convertible into shares of the underlying common stock. The filing places the phantom stock transaction in Table II, which covers derivative securities including puts, calls, warrants, options, and convertible instruments. In this case, the conversion or exercise price is listed as not applicable — noted as "(1)" in the filing, with a footnote explaining that each share of phantom stock simply represents the right to receive one share of voting common stock.

No specific date exercisable or expiration date is stated for the phantom stock units, consistent with their nature as plan-based deferred compensation rather than time-limited options or warrants. The filing classifies the ownership as indirect, held through the Non-Qualified Retirement Savings Plan, which is the appropriate reporting treatment for assets held in this type of deferred compensation structure. The transaction code recorded is "A," indicating an acquisition rather than a disposal.

McCormick's Dual-Class Share Structure and the MKC-V Ticker

It is worth noting for investors that McCormick & Company maintains a dual-class share structure, with both voting common stock (traded under the ticker MKC-V on NASDAQ) and non-voting common stock (traded under MKC). The phantom stock and direct share holdings disclosed in this report relate specifically to the voting class of common stock, as stated throughout the filing. This distinction is important for investors monitoring the relative ownership and voting influence of insiders at McCormick.

The dual-class structure means that insiders holding voting shares carry proportionally greater influence over shareholder votes than holders of the non-voting class, even if the economic value of both classes may trade closely. Piper's combined beneficial ownership — 9,037.94 shares directly and 4,751.394 phantom stock units indirectly — is concentrated entirely in the voting class of McCormick's equity, as disclosed. The filing does not reference any holdings of non-voting MKC shares by Piper.

Timing and Context of the July 13 Phantom Stock Accrual

The transaction date of July 13, 2026, falls within McCormick's fiscal third quarter for its financial year ending November 30, 2026, a period during which executives are typically subject to trading window restrictions under most corporate insider trading policies. The phantom stock accrual, however, occurs automatically under plan mechanics rather than through a discretionary trade, and there is no indication in the filing that this transaction was made pursuant to a Rule 10b5-1 trading plan — the box for that designation was not checked in the disclosure.

The filing does not provide any context regarding McCormick's operational performance, financial results, or any forthcoming corporate announcements in connection with this transaction. The disclosure is limited to reporting the change in beneficial ownership as required by law, and investors should not read into the timing of a plan-based phantom stock accrual any inference about the executive's views on the company's business prospects or valuation. The immediate share price impact was not clear from available public information.

McCormick's Use of Non-Qualified Deferred Compensation for Senior Executives

Non-qualified retirement savings plans, such as the one through which Sarah Piper holds her phantom stock, are a common executive benefits vehicle at Fortune 500 companies. Unlike qualified 401(k) plans, these arrangements are not subject to the same IRS contribution limits, allowing highly compensated employees to defer a greater portion of their income on a pre-tax basis. The deferred amounts are typically invested in notional accounts — in this case, tracked as phantom stock units — that mirror the performance of the company's equity.

McCormick's use of phantom stock denominated in voting common stock for this plan means that participating executives' deferred compensation grows or declines in line with the company's share price over the deferral period, directly tying long-term retirement outcomes to the performance of the business. This structure is often viewed as an additional mechanism for aligning executive incentives with shareholder value creation over a multi-year horizon. The filing does not disclose the total size of the Non-Qualified Retirement Savings Plan, the number of participants, or the total phantom stock units outstanding across all participants.

Reporting Obligations and Attorney-in-Fact Signature

The beneficial ownership statement was signed on July 15, 2026, by Jeffery D. Schwartz, acting as attorney-in-fact for Sarah Piper. The use of an attorney-in-fact for the purpose of signing and filing insider ownership reports is a well-established and routine practice, particularly at large corporations where legal counsel manages the compliance process on behalf of reporting persons. This does not imply any irregularity or special circumstance surrounding the transaction or the filing itself.

The disclosure confirms it is an original filing and not an amendment to a prior statement, meaning no corrections or revisions to earlier reported positions were required in connection with this update. The filing further specifies that it was submitted by one reporting person, with no joint or group filing involved. All disclosures appear consistent with standard Section 16(a) reporting requirements applicable to officers of NASDAQ-listed issuers, and the transaction has been reported within the timeframe required under applicable regulations.