McCormick mpany Incorporated : to Combine with Unilever’s Foods Business Presentation

Published: 2026-04-13 10:32:24 ET MKC

Published on 04/13/2026 at 10:32 am EDT

March 31, 2026

1

Disclaimers

No Offer or Solicitation

This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sal e of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Important Information and Where to Find It

This document relates to a proposed transaction among McCormick, Unilever and Unilever Foods. The parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by McCormick with the SEC, which will include a document that serves as a proxy statement/prospectus of McCormick in connection with the anticipated separation of Unilever Foods from Unilever and combination with McCormick, and a registration statement on Form 10 to be filed by Unilever Foods entity that serve as an information statement/prospectus in connection with the spin-off of Unilever Foods from Unilever. Each party will also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, INFORMATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by McCormick, Unilever Foods or Unilever through the website maintained by the SEC at https://www.sec.gov.

The documents filed by McCormick with the SEC also may be obtained free of charge at McCormick's website at https://ir.mccormick.com/ or upon written request to McCormick & Company, Incorporated, 24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031, Attention: Investor Relations Department. The documents filed by Unilever Foods or Unilever with the SEC also may be obtained free of charge at upon written request to Unilever, Investor Relations Department, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.

Participants in Solicitation

McCormick and Unilever and their respective directors and executive officers may be deemed to be participants in the solicita tion of proxies from McCormick's shareholders in connection with the proposed transaction. Information about McCormick's directors and executive officers and their ownership of McCormick's common stock is set forth in McCormick's proxy statement for its 2025 Annual Meeting of Shareholders on Schedule 14A filed with the SEC on February 18, 2026. To the extent that holdings of McCormick's securities have changed since the amounts printed in McCormick's proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy state ment/prospectus regarding the proposed transaction when it becomes available. Information about the directors and executive officers of Unilever is set forth in its Annual Report on Form 20-F for the year ended December 31, 2025, which was filed with the SEC on March 12, 2026. You may obtain free copies of these documents as described in the preceding paragraph.

Non-GAAP and Other Financial Information

This document includes the following financial measures that are not in accordance with U.S. generally accepted accounting principles ("GAAP").

EBITDA is defined as operating income plus depreciation and amortization.

Adjusted EBITDA is calculated as net income plus expenses for interest, income taxes, depreciation and amortization, less interest income and as further adjusted for cash and non-cash acquisition-related expenses (which may include the effect of the fair value adjustment of acquired inventory on cost of goods sold), special charges, stock-based compensation expenses, certain gains or losses (which may include third party fees and expenses and transaction and integration costs).

Net Leverage is defined as net debt (which is defined as total debt, net of total cash) to Adjusted EBITDA.

McCormick and Unilever present non-GAAP financial measures to provide their investors with an additional tool to evaluate McCormick's and Unilever's respective operating results in a manner that focuses on what McCormick and Unilever each believe to be their respective core business operations and what McCormick and Unilever each use to evaluate their respective business operations and for internal budgeting and resource allocation purposes. These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles, and management exercises judgment in determining which items should be excluded in the calculation of non-GAAP measures. The presentation of non-GAAP financial information is not meant to be considered in isolation from, as superior to or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. These non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, the corresponding GAAP financial measures.

When possible with respect to non-GAAP financial measures presented with respect to historical periods, McCormick provides a reconciliation of its historic non-GAAP financial measures to its most closely applicable GAAP financial measures in the documents filed by McCormick with the SEC. McCormick and Unilever, respectively, are unable to provide a reconciliation of certain non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variabilit y and limited visibility of the excluded items and expectations as to the financial performance of each of McCormick and Unilever upon the completion of the merger. For the same reasons, McCormick and Unilever are unable to address the probable significance of the unavailable information. McCormick is presenting forward looking non-GAAP financial measures for illustrative purposes and may not report on this basis going forward. Unilever Foods financial figures presented herein are based on management estimates. Audited or reviewed financial statements for Unilever Foods as a standalone business are not yet available, and actual figures may differ materiall y from those presented herein and from those included in any subsequently prepared financial statements.

Combined company measures for historical periods are based on combining McCormick's historical financial results and Unilever management's estimates of the historical financial results of Unilever Foods, excluding the Excluded Businesses, as applicable, without pro forma adjustments and are included for illustrative purposes in order to provide investors with estimates of what the combined company results could have been. Combined company estimates are not pro forma financial measures, are not prepared in accordance with Regulation S-X under the U.S. Securities Act of 1933, as amended, and are not necessarily indicative of the results that actually would have been realized had McCormick and Unilever Foods, excluding the Excluded Businesses, been a single entity during the relevant periods.

In January 2026, McCormick completed its acquisition of an additional 25% ownership interest in McCormick de Mexico, increasi ng its ownership of McCormick de Mexico to 75%. Prior to the acquisition, McCormick accounted for 50% ownership interest as an equity method investment and recorded our proportional share of earnings as income from unconsolidated operations. The acquisition of the additional ownership interest resulted in the consolidation of McCormick de Mexico's financial results. McCormick FY25 revenue, operating margin and EBITDA figures included in this presentati on include 100% of McCormick de Mexico's earnings as if the acquisition was completed at the beginning of fiscal 2025.

Today's Presenters

Brendan Foley

Marcos Gabriel

Fernando Fernandez

Chairman, President s CEO

EVP s Chief Financial Officer

Chief Executive Officer

Creating a Preeminent Global Flavor Company

Combines complementary, strategically and culturally aligned businesses with strong momentum and iconic brands that meet consumers' growing demand for flavor

Highly complementary businesses, strong strategic fit

Iconic brands in attractive, advantaged categories

Multiple levers for growth acceleration

Clear realizable cost synergies

Robust return profile

ALIGNED PURPOSE s VALUES

Passion for Flavor Power of People Taste You Trust Inspiring Innovation Purpose-led

Performance

A Scaled and Focused Global Flavor Powerhouse

$20B1

Combined Company FY25 Net Sales2

In Advantaged Categories3

Scale

North

America4

Consumer

70%

30%

Flavor

Solutions / Foodservice

23%

Europe

Channels

36%

41%

Geographies

Emerging Markets

Resilient

21%

Combined Company FY25 Operating Margin2

High Investment

in Brands Combined

~6.4% $1.2B

of net sales1, 5 annual spend1

Best-in-Class Margin

Focused

Powerful Brand Portfolio

Iconic

High-Growth Potential

Local Favorites

Sources: Euromonitor, 2025; Circana Scan Panel, L52 Weeks Ending 11/30/25; Berenberg

Notes: Unilever Foods' sales and other metrics are based on management estimates.

Combined sales figure represents McCormick's net sales for the fiscal year ended November 30, 2025, and Unilever Foods based on 2025 preliminary carve-out financial information, prepared under IFRS and translated from EUR to USD at the Unilever 2025 average rate of ($1.124:€1.00).

FY25 reflects McCormick's business including McCormick de Mexico and Unilever Foods' business excluding business in India, Nepaland Portugal; its Lifestyle C Nutrition business; its Buavita business; and its Lipton Ready-to-Drink business (together, "Excluded Businesses"). Unilever Foods' sales and other metrics are based on management 6

estimates. See "Non-GAAP and Other Financial Information" for discussion of inclusion of McCormick de Mexico earnings.

Categories defined as herbs, spices, seasonings, bouillon, condiments and sauces.

North America excludes Mexico.

Does not reflect McCormick de Mexico.

North American flavor focus

Front-of-house foodservice expertise

Flavor RsD capabilities

Distribution in high-growth emerging markets

Back-of-house foodservice expertise

Chef-to-chef culinary capabilities

Unlocking full global potential of iconic and high-growth-potential brands

Culturally aligned businesses driven

by purpose-led performance

Culture

Complementary cooking and

condiment brands

Focus

Global category strength in flavor

Leadership

Long track record delivering volume led growth

Consistency

Others Compete for Calories…We Flavor Them

Expanded Distribution for Complementary Portfolio

High-Growth Potential Brands to Unlock Growth

Enhanced Dual Engine Food Service Model

Distinct RsD Capabilities

z

Together We Flavor All Meals and Occasions

Cooking

+

Condiments

Strong Brands with High Loyalty and Consumer Appeal

Enhancing a Leading Global B2B Player With ~$6B of Sales1

Chef-to-Chef model

Strong back-of-house presence

Science expertise s flavor insights

Strong front-of-house

presence

Notes: Unilever Foods' sales and other metrics are based on management estimates. 13

1. Combined sales figure represents McCormick's net sales for the fiscal year ended November 30, 2025, and Unilever Foods' net sales for the fiscal year ended December 31, 2025. Unilever Foods' financials are reported in constant EUR 2025 and

converted to USD using 1.124 EUR/USD exchange rate.

Leading in RsD and Flavor Science Distinct Combined Capabilities Continuous Innovation

Natural

Ingredients

Seasonings

and Heat

Flavor

Encapsulation s Taste Modification

Emulsion

Technology

Protein

Flavoring

AI-based

Recipe

Formulation

14

Focus on Heritage Spices s Seasonings

Internationalization and Bolt-On Acquisitions

Scaled Move into Condiments s Sauces and B2B Flavor

de Mexico

Net Sales FY0G

Sources: Company filings.

1. FY2025 is adjusted to include 2025 net sales from McCormick de Mexico as if its acquisition of an additional 25% ownership interest in McCormick de Mexico was completed by November 30, 2025. See "Non-GAAP and Other Financial Information" for discussion of inclusion of McCormick de Mexico earnings.

Net Sales FY251

15

Well-Positioned to Execute Efficiently

Leadership

Dedicated top talent from both companies with clear workstream ownership, supported by leading external integration firms

Committed Partner

Unilever is an expert at carve outs and is financially invested, including management board representation

Business Continuity

Unilever committed to provide Transition Service Agreements across distribution and all key functions for as long as needed

Operating Model

Defining target operating model early as well as planning and executing on a region-by-region basis

Synergies Capture

Unilever and McCormick aligned on achievable synergy delivery supported by a plan of delivery

IT

Plan in place to prepare IT system transition and information security processes well ahead of close

Positioned to continue to succeed in a dynamic environment

Combining flavor assets each with

positive momentum

Evident strategic opportunity

Transaction Details

McCormick shareholders expected to own 35.0% and Unilever shareholders expected to own 55.1% of each class of the fully

diluted combined-company equity

Unilever expected to own 9.9% of each class of the fully diluted combined-company equity and to receive a $15.7 billion cash payment, subject to certain closing adjustments

Unilever Foods implied Enterprise Value of ~$44.8 billion1, or ~13.8x fiscal year 2025 EBITDA2,3; McCormick implied enterprise value of ~$21.0 billion, or 13.8x fiscal year 2025 EBITDA2,4

Completion is expected by mid 2027

Subject to McCormick shareholder approval, regulatory approvals and customary closing conditions. Works council consultation will also be conducted prior to closing

Leadership s Headquarters

Brendan Foley and Marcos Gabriel expected to remain CEO and CFO, respectively

Executives from McCormick and Unilever Foods will serve in key leadership roles

Unilever to nominate four directors to the combined company Board, includes one director from the Unilever executive team to support integration

McCormick to remain Globally Headquartered in Hunt Valley, Maryland

International Headquarters in the Netherlands

Combined company is planning a secondary listing in Europe

Equivalent to ~€38.9bn based on spot exchange rates of approximately 1.15 as of 03/27/26.

Based on McCormick's one-month volume-weighted average price of $57.84 for 'MKC' stock and one-month volume-weighted average price of $58.89 for 'MKC.V' stock. Per Bloomberg. 1G

Based on Unilever management estimates of EBITDA (Underlying EBITDA defined as operating income plus depreciation, amortization and non-underlying items within operating profit) of ~€2.8bn for the fiscal year ended December 31, 2025.

Based on McCormick management estimates of EBITDA (earnings before interest, taxes, depreciation and amortization) of ~$1.5bn, for the fiscal year ended November 30, 2025, including adjustment to include McCormick de Mexico earnings for 2025. See "Non-GAAP and Other Financial

Information" for discussion of inclusion of McCormick de Mexico earnings.

FY251 FY251

Combined Company FY251

MEANINGFUL OPPORTUNITIES

Accelerating growth of respective

SALES2

SALES GROWTH2

VOLUME GROWTH2

UNDERLYING OPERATING MARGIN2

$12B

+2.7%3

+1%

24%

$8B

+2.0%

+1%

17%

brands in existing and new regions

Realizing the potential of a combined foodservice model

Expects to realize $600M in annual run-rate cost synergies, net of growth reinvestments4

Incremental cost and revenue synergies of $100 million will be reinvested to further drive growth4

Sources: Company information. Unilever Foods' sales and other metrics are based on management estimates.

Notes: Unilever Foods' sales and other metrics are based on management estimates. The pro forma Combined company information does not reflect any adjustments for differences between IFRS and US GAAP. Accordingly, the actual consolidated results of the combined group may differ. The combined information is presented for illustrative purposes only.

Combined sales figure represents McCormick's net sales for the fiscal year ended November 30, 2025, and Unilever Foods' net sales for the fiscal year ended December 31, 2025. Unilever Foods financials are reported in constant EUR 2025 and converted to USD using 1.124 EUR/USD exchange rate.

Reflects McCormick's business including McCormick de Mexico.; excludes Unilever Foods' "Excluded Businesses." See "Non-GAAP and Other Financial Information" for discussion of inclusion of McCormick de Mexico earnings.

Unilever Foods sales and volume growth represents the USG and UVG for the transaction perimeter. 20

Synergy estimates reflect management projections; actual synergies achieved may differ materially.

Disclaimer

McCormick & Company Inc. published this content on April 13, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 13, 2026 at 14:31 UTC.