McCormick (MKC) Americas president reports RSU conversion and tax-share withholding

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

McCormick & Co. executive Andrew Foust, President, Americas, reported equity-related transactions tied to previously granted awards. On February 15, 2026, 2,900 Restricted Stock Units were exercised and converted into an equal number of shares of voting common stock, with no purchase price required. To satisfy tax obligations on incentive plan shares, he disposed of 2,040 and 965 voting common shares at $71.61 per share through tax-withholding transactions, rather than open-market sales. Following these transactions, he directly holds 12,927.51 voting common shares and 334.44 non-voting common sharesFebruary 7, 2025 and vest in thirds over three years beginning February 15, 2026, February 15, 2027, and February 15, 2028.

Positive

None.

Negative

None.

Insider Trade Summary

2,900 shares exercised/converted

Mixed 5 txns

Insider Foust Andrew

Role President, Americas

Type Security Shares Price Value

Exercise Restricted Stock Units 2,900 $0.00 --

Tax Withholding Common Stock - Voting 2,040 $71.61 $146K

Exercise Common Stock - Voting 2,900 $0.00 --

Tax Withholding Common Stock - Voting 965 $71.61 $69K

holding Common Stock - Non Voting -- -- --

Holdings After Transaction: Restricted Stock Units — 5,800 shares (Direct); Common Stock - Voting — 10,992.51 shares (Direct); Common Stock - Non Voting — 334.44 shares (Direct)

Footnotes (1)

Shares withheld for taxes on the shares previously reported on 1/21/2026 for McCormick's Long-Term Incentive Plan. Restricted Stock Units; No purchase price required. The Restricted Stock Units vest in thirds over a three-year period beginning February 15, 2026, February 15, 2027 and February 15, 2028. The Restricted Stock Units granted on February 7, 2025.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 02:20 PM

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

OMB APPROVAL

OMB Number: 3235-0287

Estimated average burden

hours per response: 0.5

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^*
Foust Andrew

(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)

President, Americas

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 2,040⁽¹⁾ D $71.61 10,992.51 D

Common Stock - Voting 02/15/2026 M 2,900 A ⁽²⁾ 13,892.51 D

Common Stock - Voting 02/15/2026 F 965 D $71.61 12,927.51 D

Common Stock - Non Voting 334.44 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

Restricted Stock Units ⁽²⁾ 02/15/2026 M 2,900 ⁽³⁾ ⁽³⁾ Common Stock - Voting 2,900 ⁽⁴⁾ 5,800 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. The Restricted Stock Units vest in thirds over a three-year period beginning February 15, 2026, February 15, 2027 and February 15, 2028.

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

Jason E. Wynn, Attorney-in-Fact 02/18/2026

** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did McCormick (MKC) executive Andrew Foust report?

Andrew Foust reported conversion of 2,900 Restricted Stock Units into voting common shares and tax-withholding dispositions of 2,040 and 965 voting shares at $71.61, all related to McCormick long-term incentive awards and associated tax obligations.

Did Andrew Foust buy or sell McCormick (MKC) shares on the open market?

The filing shows no open-market buys or sells. Dispositions of 2,040 and 965 voting shares at $71.61 were tax-withholding transactions to cover exercise price or tax liabilities tied to incentive awards, not discretionary market sales.

How many McCormick (MKC) shares does Andrew Foust hold after these transactions?

After the reported transactions, Andrew Foust directly holds 12,927.51 shares of McCormick voting common stock and 334.44 shares of non-voting common stock, reflecting his updated ownership position following RSU conversion and related tax-withholding dispositions.

What are the details of the Restricted Stock Units in the McCormick (MKC) Form 4?

The Restricted Stock Units were granted on February 7, 2025, require no purchase price, and vest in three equal installments on February 15, 2026, February 15, 2027, and February 15, 2028, supporting a multi-year equity compensation structure for the executive.

Why were some McCormick (MKC) shares withheld in Andrew Foust’s Form 4?

Shares were withheld to cover taxes on shares previously reported on January 21, 2026 under McCormick’s Long-Term Incentive Plan. This tax-withholding method uses shares instead of cash to satisfy tax liabilities arising from equity awards.

What transaction codes appear in Andrew Foust’s McCormick (MKC) Form 4 and what do they mean?

The Form 4 uses code M for exercise or conversion of derivative securities, representing RSU conversion into common shares, and code F for tax-withholding dispositions, indicating shares delivered to cover exercise price or tax obligations rather than voluntary sales.

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,900	$0.00	--
Tax Withholding	Common Stock - Voting	2,040	$71.61	$146K
Exercise	Common Stock - Voting	2,900	$0.00	--
Tax Withholding	Common Stock - Voting	965	$71.61	$69K
holding	Common Stock - Non Voting	--	--	--

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock - Voting	02/15/2026		F		2,040⁽¹⁾	D	$71.61	10,992.51	D
Common Stock - Voting	02/15/2026		M		2,900	A	⁽²⁾	13,892.51	D
Common Stock - Voting	02/15/2026		F		965	D	$71.61	12,927.51	D
Common Stock - Non Voting								334.44	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/15/2026		M			2,900	⁽³⁾	⁽³⁾	Common Stock - Voting	2,900	⁽⁴⁾	5,800	D

	Jason E. Wynn, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.