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 third quarter of 2024. 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 June 1, 2024 to June 30, 2024 CS – 0 $ — — $ 497 million CSNV – 400 $ 70.56 400 July 1, 2024 to July 31, 2024 CS – 180,665 (1) $ 76.26 180,665 $ 483 million CSNV – 0 $ — — August 1, 2024 to August 31, 2024 CS – 137,022 (2) $ 78.14 137,022 $ 472 million CSNV – 0 $ — — Total CS – 317,687 $ 77.07 317,687 $ 472 million CSNV – 400 $ 70.56 400 (1) On July 29, 2024, July 30, 2024, and July 31, 2024, we purchased 55,000 shares each day, for a total of 165,000 shares of our CS from our U.S. pension plan to facilitate the plan's rebalancing of its asset allocation. The prices paid per share represented the average of the high and low prices of the common shares on July 29, 2024, July 30, 2024, and July 31, 2024, respectively. 39 Table of Contents (2) On August 1, 2024 and August 2, 2024, we purchased 55,000 shares each day, for a total of 110,000 shares of our CS from our U.S. pension plan to facilitate the plan's rebalancing of its asset allocation. The prices paid per share represented the average of the high and low prices of the common shares on August 1, 2024 and August 2, 2024, respectively. Additionally, on August 28, 2024, we purchased 27,022 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 CS on August 28, 2024. As of August 31, 2024, $472 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 third quarter of 2024, we issued 176,415 shares of CSNV in exchange for shares of CS and issued 90 shares of CS in exchange for shares of CSNV. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.