McCormick (NYSE: MKC) CEO reports RSU exercise and tax-share withholding

Rhea-AI Filing Summary

McCormick & Co. Chairman, President & CEO Brendan M. Foley reported equity compensation activity involving restricted stock units and common stock on February 15, 2026. He acquired 19,183 restricted stock units and an equivalent 19,183 shares of Common Stock - Voting through derivative exercises at no purchase price. To cover tax obligations related to these awards, the filing shows dispositions of 9,762 and 8,403 shares of Common Stock - Voting at $71.6100 per share as tax-withholding transactions, not open-market sales. Footnotes state these restricted stock units vest in thirds over three years beginning February 15, 2026, and were granted on February 7, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foley Brendan M

(Last) (First) (Middle)

24 SCHILLING ROAD

SUITE 1

(Street)

HUNT VALLEY MD 21031

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MCCORMICK & CO INC [ MKC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock - Voting	02/15/2026		F		9,762(1)	D	$71.61	119,210.016	D
Common Stock - Voting	02/15/2026		M		19,183	A	(2)	138,393.016	D
Common Stock - Voting	02/15/2026		F		8,403	D	$71.61	129,990.016	D
Common Stock - Non Voting								1,371.457	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(3)							(3)	(3)	Common Stock - Voting	0		12,394.927	I	Non Qualified Retirement Savings Plan
Restricted Stock Units	(2)	02/15/2026		M			19,183	(4)	(4)	Common Stock - Voting	19,183	(5)	38,366	D

Explanation of Responses:

1. Shares withheld for taxes on the shares previously reported on 1/21/2026 for McCormick's Long-Term Incentive Plan.

2. Restricted Stock Units; No purchase price required.

3. Each share of phantom stock represents the right to receive one share of Common Stock - Voting. Shares of Phantom Stock are payable in shares of Common Stock - Voting in accordance with the terms of the Non-Qualified Retirement Savings Plan.

4. The Restricted Stock Units vest in thirds over a three-year period beginning February 15, 2026, February 15, 2027 and February 15, 2028.

5. The Restricted Stock Units granted on February 7, 2025.

	Jason E. Wynn, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did McCormick (MKC) CEO Brendan Foley report?

Brendan Foley reported derivative exercises and related tax withholdings. He acquired 19,183 restricted stock units and 19,183 voting common shares, and surrendered 9,762 and 8,403 shares to satisfy tax liabilities tied to equity compensation awards.

Were Brendan Foley’s McCormick (MKC) share dispositions open-market sales?

No, the dispositions were tax-withholding transactions. The Form 4 labels both as code F, meaning shares were delivered at $71.6100 per share to pay exercise price or tax obligations, rather than discretionary open-market stock sales.

How many McCormick (MKC) shares did Brendan Foley acquire through RSU conversion?

He acquired 19,183 restricted stock units and 19,183 shares of Common Stock - Voting. The filing describes these as derivative exercises with no purchase price required, tied to McCormick’s long-term incentive awards and related equity compensation plans.

What is the vesting schedule of Brendan Foley’s new McCormick (MKC) restricted stock units?

The restricted stock units vest in thirds over three years. Footnotes explain vesting begins February 15, 2026, with additional tranches on February 15, 2027 and February 15, 2028, reflecting a multi-year performance and retention structure for the CEO.

At what price were McCormick (MKC) shares used for Brendan Foley’s tax withholding?

Shares for tax withholding were valued at $71.6100 per share. Two separate dispositions, totaling 9,762 and 8,403 shares of Common Stock - Voting, were applied to satisfy tax liabilities associated with the CEO’s equity compensation exercises.

What does Brendan Foley’s phantom stock disclosure at McCormick (MKC) indicate?

The filing notes phantom stock tied to a Non Qualified Retirement Savings Plan. Each phantom stock unit represents the right to receive one share of Common Stock - Voting, payable in stock according to the plan’s terms, aligning retirement savings with McCormick’s equity.