What changed in this filing

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Item 1. Business

2026-01-22 compared with 2025-01-23 · 43 added, 53 removed, 151 unchanged (39% of the section changed)

McCormick is a global leader in flavor.

We manufacture, market, and distribute spices, seasoning mixes, condiments, and other flavorful products to the entire food industry:

We manufacture, market, and distribute herbs, spices, seasoning mixes, condiments, and other flavorful products to the entire food and beverage industry:

retailers, food manufacturers, and foodservice businesses.

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Additional facilities are based in Australia, Central America, Thailand, and South Africa.

On January 2, 2026, we completed the purchase of an additional 25% ownership interest in McCormick de Mexico.

The purchase price was $750 million, which increased our ownership to a 75% controlling interest.

We believe the acquisition creates opportunities for further growth in the Mexican market and provides a strategic platform for further expansion in Latin America.

McCormick de Mexico is a prominent food company in Mexico, with a broad portfolio, including mayonnaise, spices, marmalades, mustard, hot sauce, and tea, sold under McCormick brands.

Business Segments

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Demand for flavor is growing globally, and across both segments, we have the customer base and product breadth to participate in all types of eating occasions.

Our products deliver flavor when cooking at home, dining out, purchasing a quick service meal, or enjoying a snack.

We offer our customers and consumers a range of products, extending from premium to value-priced, to meet the increasing demand for certain product attributes such as clean-label, organic, natural, reduced sodium, gluten-free, and non-GMO (genetically modified organisms).

Our products deliver flavor when cooking at home, dining out, purchasing a quick service restaurant meal, or enjoying a snack.

We offer our customers and consumers a range of products, extending from premium to value-priced, to meet the increasing demand for certain product attributes including clean-label, organic, natural, reduced sodium, gluten-free, and non-GMO (genetically modified organisms).

Consistent with market conditions in each segment, our Consumer segment has a higher overall profit margin than our Flavor Solutions segment.

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From locations around the world, our brands reach consumers in approximately 150 countries and territories.

Our leading brands in the Americas include McCormick ® , French’s ® , Frank’s RedHot ® , Lawry’s ® , Cholula Hot Sauce ® , and Club House ® , as well as brands such as Gourmet Garden ® and OLD BAY ® .

We also market authentic regional and ethnic brands such as Zatarain’s ® , Stubb's ® , Thai Kitchen ® , and Simply Asia ® .

Our leading brands in the Americas include McCormick ® , French’s ® , Frank’s RedHot ® , Lawry’s ® , Cholula ® , and Club House ® , as well as brands such as Gourmet Garden ® and OLD BAY ® .

We also market authentic regional brands such as Zatarain’s ® , Stubb's ® , Thai Kitchen ® , and Simply Asia ® .

In the Europe, Middle East, and Africa (EMEA) region, our major brands include the Ducros ® , Schwartz ® , Kamis ® , and La Drogheria ® brands of spices, herbs, and seasonings and an extensive line of Vahiné ® brand dessert items.

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In our Flavor Solutions segment, we provide a wide range of products to multinational food manufacturers and foodservice customers.

The foodservice customers are supplied with branded, packaged products both directly by us and indirectly through distributors, with the exception of our businesses in China, where foodservice sales are managed by and reported in our consumer segment.

The foodservice customers are supplied with branded, packaged products both directly by us and indirectly through distributors, with the exception of our businesses in China, where

foodservice sales are managed by, and reported in, our Consumer segment.

We supply food manufacturers and foodservice customers with customized Flavor Solutions, and many of these customer relationships have been active for decades.

Our range of Flavor Solutions remains one of the broadest in the industry and includes seasoning blends, spices and herbs, condiments, coating systems, and compound flavors.

In addition to a broad range of flavor solutions, our long-standing customer relationships are evidence of our effectiveness in building customer

In addition to a broad range of Flavor Solutions, our long-standing customer relationships are evidence of our effectiveness in building customer intimacy.

Our customers benefit from our expertise in many areas, including sensory testing, culinary research, food safety, and flavor application.

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Raw Materials

The most significant raw materials used in our business are dairy products, pepper, onion, garlic, capsicums (red peppers and paprika), tomato products, sugar and salts.

Pepper and other spices and herbs are generally sourced from countries other than the U.S.

Other raw materials, like dairy products and onion, are primarily sourced locally, either within the U.S.

The most significant raw materials used in our business are dairy products, pepper, garlic, onion, capsicums (red peppers and paprika), salt, tomato products, sugar, and soybean oil.

Pepper, along with various spices and herbs, is generally sourced from countries outside the U.S.

Raw materials such as dairy products, onion and soybean oil are primarily obtained locally, either within the U.S.

or from our international locations.

Because these raw materials are agricultural products, they are subject to fluctuations in market price and availability caused by weather, growing and harvesting conditions, market conditions, including inflationary cost increases, and other factors beyond our control.

We respond to this volatility in a number of ways, including strategic raw material purchases, purchases of raw material for future delivery, customer price adjustments, and cost savings from our Comprehensive Continuous Improvement (CCI) program.

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Sales to one of our Consumer segment customers, Wal-Mart Stores, Inc., accounted for consolidated sales of approximately 12% in 2025, 2024, and 2023.

Sales to one of our flavor solutions segment customers, PepsiCo, Inc., accounted for consolidated sales of approximately 13% in 2024, 13% in 2023, and 11% in 2022.

In 2024, 2023, and 2022, the top three customers in our flavor solutions segment represented between 47% and 49% of our global flavor solutions sales.

Sales to one of our Flavor Solutions segment customers, PepsiCo, Inc., accounted for consolidated sales of approximately 12% in 2025, and 13% in both 2024 and 2023.

In 2025, 2024, and 2023, the top three customers in our Flavor Solutions segment represented 49% of our global Flavor Solutions sales.

Trademarks, Licenses and Patents

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Human Capital

We believe in the power of people—fostering a culture for our employees that embodies respect and collaboration across the organization.

Our high-performance culture is rooted in shared values and respect for all contributions of every employee.

Our key human capital objectives are to attract, retain, and develop the highest quality talent.

We employ various human resource programs in support of these objectives.

We believe diversity, equity, and inclusion are at the core of our values and strategic business priorities.

Throughout our business, we champion equality, supporting parity for women and under-represented groups, as we work to create ethical, safe, and supportive workplaces where our employees thrive.

We believe a diverse and inclusive workplace results in business growth and encourages increased innovation, retention of talent, and a more engaged workforce.

We have various employee ambassador groups that provide a supportive and collaborative space for employees to come together and promote inclusion.

We prioritize the mental health and wellness of our employees by offering and encouraging participation in various programs and initiatives.

Respect for human rights is fundamental to our business and its commitment to ethical conduct.

We had approximately 14,100 full-time employees worldwide as of November 30, 2024.

Our operations have not been affected significantly by work stoppages, and, in the opinion of management, employee relations are good.

We have approximately 400 employees in the U.S.

who are covered by a collective bargaining contract.

At our subsidiaries outside the U.S., approximately 2,500 employees are covered by collective bargaining agreements or similar arrangements.

Through our continuous listening strategy, we measure employee engagement on an ongoing basis to solicit feedback and understand the views of our employees, work environment, and culture.

The results from these surveys are used to implement programs and processes designed to enhance employee engagement and improve the overall employee experience.

We are committed to the safety, health, and security of our employees.

We believe a hazard-free environment is a critical enabler for the success of our business.

Throughout our operations, we strive to ensure that all of our employees have access to safe workplaces that allow them to succeed in their jobs.

We believe in the power of people and that by working together, every employee is an integral part of driving our success.

Our key human capital objective is to attract, develop, and retain the best talent and we employ various human resource programs in support of this objective.

Throughout our global business, we work to create ethical, safe, accessible, and supportive workplaces where all employees thrive and belong.

We believe that unlocking the full potential of all employees through inclusion drives innovation, collaboration, and growth, and enhances our competitive advantage.

Respect for human rights is central to our business and reflects our commitment to ethical conduct.

We are committed to the safety, health, and well-being of our employees.

Our global safety programs focus on hazard prevention to ensure that all our employees have access to safe workplaces that allow them to succeed in their jobs.

We offer total rewards programs that support the physical, emotional, and financial well being of our employees.

As of November 30, 2025, we had approximately 14,100 full-time employees worldwide.

In the United States, approximately 400 employees are covered by a collective bargaining contract and at our subsidiaries outside the U.S., approximately 2,450 employees are covered by collective bargaining agreements or similar arrangements.

We maintain positive and constructive employee relations and our operations have not been affected significantly by work stoppages.

Through our continuous listening strategy, we measure employee engagement and enablement, receiving valuable feedback from our employees on our work environment and culture.

The results from these surveys are used to advance programs and processes to enhance employee engagement and improve the overall employee experience.

Information about our Executive Officers

In addition to the executive officers indicated in the 2025 Proxy Statement incorporated by reference in Part III, Item 10 of this Report, the other executive officers of McCormick are Marcos M.

Gabriel, Katherine A.

Jenkins, and Ana G.

Gabriel is 53 years old and, during the last five years has held the following positions within McCormick:

December 2024 to present - Executive Vice President and Chief Financial Officer;

March 2024 to November 2024 - Senior Vice President Global Finance and Capital Markets;

June 2023 to February 2024 - Senior Vice President, Finance and Global Business Services;

August 2022 to May 2023 - Chief Transformation Officer;

and August 2017 to July 2020 - Chief Financial Officer Americas.

Jenkins is 56 years old and, during the last five years, has held the following positions with McCormick:

June 2023 to present - Chief Growth Officer;

June 2022 to May 2023 – Chief Strategy Officer & Senior Vice President, Investor Relations;

and January 2017 to June 2022, Vice President, Investor Relations.

In addition to the executive officers indicated in the 2026 Proxy Statement incorporated by reference in Part III, Item 10 of this Report, the other executive officer of McCormick is Ana G.

Sanchez is 51 years old and, during the last five years, has held the following positions with McCormick:

February 2022 to present - President, EMEA;

February 2020 to January 2022 – Vice President Consumer, EMEA, and November 2018 to January 2020 – Vice President Marketing, EMEA.

and February 2020 to January 2022 – Vice President Consumer, EMEA.

Operations Outside of the U.S.

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Forward-Looking Information

Certain statements contained in this report, including statements concerning expected performance such as those relating to net sales, gross margin, earnings, cost savings, special charges, acquisitions, brand marketing support, volume and product mix, income tax expense, and the impact of foreign currency rates are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.

Certain statements contained in this report, including statements concerning expected performance such as those relating to net sales, gross margin, earnings, cost savings, special charges including transaction and integration expenses, acquisitions, brand marketing support, volume and product mix, income tax expense, and the impact of foreign currency rates are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.

These statements may be identified by the use of words such as “may,” “will,” “expect,” "should," "anticipate," "intend," “believe,” “plan,” and similar expressions.

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expectations regarding sales growth potential in various geographies and markets, including the impact of brand marketing support, product innovation, and customer, channel, category, heat platform, and e-commerce expansion;

the expected results of operations of businesses acquired, including the additional 25% ownership interest in McCormick de Mexico;

expected trends in net sales, earnings performance, and other financial measures;

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the anticipated effects of factors affecting our supply chain, including the availability and prices of commodities and other supply chain resources such as raw materials, packaging, labor, and transportation;

the potential impact of trade policies, including tariffs;

the impact of legal challenges to U.S tariffs;

the expected impact of productivity improvements, including those associated with our CCI program and the Global Business Services operating model initiative;

the ability to identify, attract, hire, retain, and develop qualified personnel and the next generation of leaders;

the impact of ongoing conflicts, including those between Russia and Ukraine and the war in the Middle East, particularly regarding the potential for broader economic disruption;

the impact of ongoing or future geopolitical conflicts, including the potential for broader economic disruption;

expected working capital improvements;

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increased private label use;

the Company's ability to offset cost pressures or business impacts related to trade policies, including tariffs;

the Company's ability to drive productivity improvements, including those related to our CCI program and other streamlining actions;

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business interruptions due to natural disasters, unexpected events or public health crises;

issues affecting the Company's supply chain and procurement of raw

materials, including fluctuations in the cost and availability of raw and packaging materials;

issues affecting the Company's supply chain and procurement of raw materials, including fluctuations in the cost and availability of raw and packaging materials;

labor shortage, turnover and labor cost increases;

the impact of the ongoing conflicts between Russia and Ukraine and the war in the Middle East, including the potential for broader economic disruption;

government regulation, and changes in legal and regulatory requirements and enforcement practices;

the impact of changing political and geopolitical conditions, including conflicts and the potential for broader economic disruption;

government regulation, and changes in legal and regulatory requirements

and enforcement practices;

the lack of successful acquisition and integration of new businesses;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business