MCCORMICK & CO INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table summarizes our purchases of our Common Stock (CS) and Common Stock Non-Voting (CSNV) during the first quarter of 2023. ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased Average Price Paid per share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs December 1, 2022 to December 31, 2022 CS – 23,164 (1) $ 84.25 23,164 $535 million CSNV – 0 $ — — January 1, 2023 to January 31, 2023 CS – 0 $ — — $535 million CSNV – 0 $ — — February 1, 2023 to February 28, 2023 CS – 37,350 (2) $ 75.26 37,350 $532 million CSNV – $ — — Total CS – 60,514 $ 78.70 60,514 $532 million CSNV – $ — — (1) On December 28, 2022, we purchased 23,164 shares of our CS from our U.S. defined contribution retirement plan to manage shares, based upon participant activity, in the plan's company stock fund. The price paid per share represented the closing price of the common shares on December 28, 2022. (2) On February 16, 2023 and February 27, 2023 we purchased 20,346 shares and 17,004 shares, respectively, of our CS from our U.S. defined contribution retirement plan to manage shares, based upon participant activity, in the plan's company stock fund. The price paid per share represented the closing price of the common shares on February 16, 2023 and February 27, 2023, respectively. As of February 28, 2023, $532.4 million remained of the $600 million share repurchase authorization approved by the Board of Directors in November 2019. The timing and amount of any shares repurchased is determined by our management based on its evaluation of market conditions and other factors. In certain circumstances, we issue shares of CS in exchange for shares of CSNV, or issue shares of CSNV in exchange for shares of CS, in either case pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. Typically, these exchanges are made in connection with the administration of our employee benefit plans, executive compensation programs and dividend reinvestment/direct purchase plans or at the request of holders of common stock. The number of shares issued in an exchange is generally equal to the number of shares received in the exchange, although the number may differ slightly to the extent necessary to comply with the requirements of the Employee Retirement Income Security Act of 1974. During the first quarter of 2023, we issued 130,989 shares of CSNV in exchange for shares of CS and issued 60 shares of CS in exchange for shares of CSNV. 36 Table of Contents ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.