What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-01-22 compared with 2025-01-23 · 208 added, 227 removed, 1277 unchanged (25% of the section changed)

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Selling, general and administrative expense 1,500.3 1,521.2 1,478.3

Transaction and integration expenses — — 2.2

Special charges 21.1 9.5 61.2

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Stock-based compensation 46.2 47.4 63.4

Loss (gain) on the sale of businesses — 1.2 ( 63.2 )

Asset impairments included in special charges — — 10.0

Loss on the sale of a business — — 1.2

(Gain) loss on sale of assets — ( 2.1 ) 0.2

Deferred income tax expense (benefit) ( 30.3 ) ( 5.4 ) 21.8

Deferred income tax benefit ( 6.5 ) ( 30.3 ) ( 5.4 )

Income from unconsolidated operations ( 72.2 ) ( 74.2 ) ( 56.4 )

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Dividends received from unconsolidated affiliates 57.8 66.8 85.1

Net cash provided by operating activities 921.9 1,237.3 651.5

Net cash flow provided by operating activities 962.2 921.9 1,237.3

Investing activities

Acquisition of business ( 34.1 ) — —

Proceeds from sale of business — — 1.0

Proceeds from sale of intangible asset — — 13.6

Capital expenditures (including expenditures for capitalized software) ( 274.9 ) ( 263.9 ) ( 262.0 )

Capital expenditures (including software) ( 221.8 ) ( 274.9 ) ( 263.9 )

Other investing activities 0.7 5.9 2.4

Net cash used in investing activities ( 269.0 ) ( 260.5 ) ( 146.4 )

Net cash flow used in investing activities ( 255.2 ) ( 269.0 ) ( 260.5 )

Financing activities

Short-term borrowings (repayments), net ( 101.4 ) 211.1 ( 964.6 )

Proceeds from issuances of long-term debt 495.5 496.4 —

Long-term debt borrowings 2.7 495.5 496.4

Payment of debt issuance costs — ( 1.0 ) ( 1.1 )

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Other financing activities 35.8 8.0 1.6

Net cash used in financing activities ( 583.1 ) ( 1,184.2 ) ( 487.2 )

Net cash flow used in financing activities ( 840.9 ) ( 583.1 ) ( 1,184.2 )

Effect of exchange rate changes on cash and cash equivalents 43.7 ( 50.3 ) 40.0

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Net income attributable to non-controlling interest — — — 6.1 6.1

Other comprehensive loss, net of tax — — ( 102.6 ) ( 4.5 ) ( 107.1 )

Other comprehensive income (loss), net of tax — — 128.1 ( 0.3 ) 127.8

Dividends — ( 491.2 ) — — ( 491.2 )

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

Basis of Presentation

The financial statements include the accounts of our majority-owned or controlled subsidiaries and affiliates.

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Accordingly, our share of net income or loss from unconsolidated affiliates is included in net income.

Certain prior period amounts have been reclassified to conform with the current period presentation.

Foreign Currency Translation

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Once a qualifying supplier elects to participate in the SCF and reaches an agreement with a SCF Bank, the supplier elects which of our individual invoices they sell to the SCF bank.

However, all of our payments to participating suppliers are paid to the SCF Bank on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the SCF Bank.

Regardless of whether an individual invoice is sold by the supplier to the SCF Bank, all of our payments to participating suppliers are paid to the SCF Bank on the invoice due date.

The SCF Bank pays the supplier on the invoice due date for any invoices that were not previously sold by the supplier to the SCF Bank.

Our current payment terms with our suppliers, which we deem to be commercially reasonable, generally range from zero to 180 days dependent upon their respective industry and geography.

All outstanding amounts related to suppliers participating in the SCF are recorded within the line entitled "Trade accounts payable" in our consolidated balance sheets, and the associated payments are included in operating activities within our consolidated statements of cash flows.

As of November 30, 2024 and 2023, the amount due to suppliers participating in the SCF and included in "Trade accounts payable" were approximately $ 417.4 million and $ 300.5 million, respectively.

The following table presents a roll forward of our obligations relating to suppliers participating in the SCF program for the year ended November 30, 2025:

(millions) 2025

Obligation at beginning of year $ 417.4

Invoice amounts added 1,124.8

Invoice amounts paid ( 1,209.7 )

Foreign currency translation and other adjustments ( 0.4 )

Obligation at end of year $ 332.1

We determine whether a contract is or contains a lease at contract inception based on the presence of identified assets and our right to obtain substantially all the economic benefit from or to direct the use of such assets.

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We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized.

When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies.

When assessing the need for valuation allowances, we consider future taxable income and ongoing

prudent and feasible tax planning strategies.

Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding adjustment to our provision for income taxes.

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The corridor approach defers all actuarial gains and losses resulting from variances between actual results and actuarial assumptions.

Those unrecognized gains and losses are amortized when the net gains and losses exceed 10% of

the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year.

Those unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year.

The amount in excess of the corridor is amortized over the average remaining life expectancy of retired plan participants, for plans whose benefits have been frozen, or the average remaining service period to retirement date of active plan participants.

Accounting Pronouncements Adopted in 2022 and 2023

Accounting Pronouncements Adopted in 2023

In March 2020, the FASB issued ASU No.

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Facilitation of the Effects of Reference Rate Reform on Financial Reporting that provides optional expedients for a limited period of time for accounting for contracts, hedging relationships, and other transactions affected by the London Interbank Offered Rate (LIBOR) or other reference rates expected to be discontinued.

These optional expedients can be applied from March 2020 through December 31, 2022.

These optional expedients could be applied from March 2020 through December 31, 2022.

In December 2022, the FASB issued ASU No.

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There was no material impact to our consolidated financial statements associated with adopting this new standard.

Accounting Pronouncements Partially Adopted in 2023

Accounting Pronouncements Adopted in 2023 and 2025

In September 2022, the FASB issued ASU No.

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The guidance does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.

The new standard's requirements to disclose the key terms of the programs and information about obligations outstanding are effective for all interim and annual periods of our fiscal year ending November 30, 2024.

We include disclosure regarding the key terms of the program and information about obligations outstanding at the end of the reporting period in Note 1.

The standard’s requirement to disclose a roll forward of obligations outstanding will be effective for our fiscal year ending November 30, 2025.

We have not adopted the disclosure requirements regarding the roll forward of the obligation.

The partial adoption of this standard did not have a material impact on our consolidated financial statements.

We do not expect the adoption of the future disclosure requirements will have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements — Pending Adoption

We met the requirements to disclose the key terms of the programs and information about obligations outstanding effective November 30, 2023.

The requirement to include a roll-forward of the obligations is effective for our annual period ending November 30, 2025.

We include disclosure regarding the key terms of our program and a roll forward of the obligation outstanding in Note 1.

The adoption of the new standard did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Adopted in 2025

In November 2023, the FASB issued ASU No.

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures that requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure as well as the name and title of the chief operating decision maker.

Improvements to Reportable Segment Disclosures that requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure as well as the position and title of the chief operating decision maker.

The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually.

The new standard is effective for our annual period ending November 30, 2025 and our interim periods during the fiscal year ending November 30, 2026.

The guidance does not affect recognition or measurement in our consolidated financial statements.

The new standard requirements are effective for our annual period ending November 30, 2025 and interim periods of our fiscal year ending November 30, 2026.

We include significant segment expenses and the required disclosure about our chief operating decision maker in Note 15.

The adoption of the new standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements — Pending Adoption

In December 2023, the FASB issued ASU No.

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In November 2024, the FASB issued ASU No.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures that requires more detailed disclosure about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expense and depreciation expense.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) that requires more detailed disclosure about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expense and depreciation expense.

The guidance is effective for our annual period ending November 30, 2028 and our interim periods during the fiscal year ending November 30, 2029.

The guidance does not affect recognition or measurement in our consolidated financial statements.

In September 2025, the FASB issued ASU No.

Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software that changes the guidance on when to begin capitalizing costs to develop internal-use software.

The guidance does not change the types of costs that are capitalizable.

The guidance permits prospective adoption for our fiscal year ending November 30, 2028.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

In November 2025, the FASB issued ASU No.

Derivatives and Hedging (Topic 815), Hedge Accounting Improvements that better aligns the hedge accounting model with risk management activities.

The guidance is effective for our fiscal year ending November 30, 2028, with early adoption permitted.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements and our date of adoption.

SPECIAL CHARGES

In our consolidated income statement, we include a separate line item captioned “Special charges” in arriving at our consolidated operating income.

Special charges consist of expenses, including related impairment charges,

associated with certain actions undertaken to reduce fixed costs, simplify or improve processes, and improve our competitiveness and are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee, comprised of our senior management, including our Chairman, President and Chief Executive Officer.

Upon presentation of any such proposed action (generally including details with respect to estimated costs, which typically consist principally of employee severance and related benefits, together with ancillary costs associated with the action that may include a non-cash component, such as an asset impairment, or a component which relates to inventory adjustments that are included in cost of goods sold;

impacted employees or operations;

expected timing;

and expected savings) to the Management Committee and the Committee’s advance approval, expenses associated with the approved action are classified as special charges upon recognition and monitored on an ongoing basis through completion.

Certain ancillary expenses related to these actions approved by our Management Committee do not qualify for accrual upon approval but are included as special charges as incurred during the course of the actions.

The following is a summary of special charges recognized for the years ended November 30 (in millions):

2024 2023 2022

Employee severance and related benefits in the income statement $ 2.7 $ 34.4 $ 33.8

Other costs in the income statement

Cash 6.8 24.6 7.4

Non-Cash — 2.2 24.0

Total special charges $ 9.5 $ 61.2 $ 65.2

Gain on sale of exited brand — — ( 13.6 )

Total special charges $ 9.5 $ 61.2 $ 51.6

The following is a summary of special charges by business segments for the years ended November 30 (in millions):

The following is a summary of special charges, including transaction and integration expenses, recognized for the years ended November 30 (in millions):

2025 2024 2023

Consumer segment $ 3.4 $ 35.8 $ 23.9

Flavor solutions segment 6.1 25.4 27.7

Employee severance and related benefits $ 15.9 $ 2.7 $ 34.4

Other costs 3.3 6.8 26.8

Transaction and integration expenses 1.9 — —

Special charges $ 21.1 $ 9.5 $ 61.2

Transaction and integration expenses included in cost of goods sold 2.1 — —

Total special charges $ 23.2 $ 9.5 $ 61.2

As of November 30, 2024 and 2023, reserves associated with special charges of $ 2.7 million and $ 25.2 million respectively, are included in "Other accrued liabilities" in our consolidated balance sheet.

We continue to evaluate changes to our organization structure to reduce fixed costs, simplify or improve processes, and improve our competitiveness.

Special Charges

In our consolidated income statement, we include a separate line item captioned “Special charges” in arriving at our consolidated operating income.

Special charges consist of expenses associated with certain actions undertaken to reduce fixed costs, simplify or improve processes, and improve our competitiveness.

These charges are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee, comprised of our senior management, including our Chairman, President and Chief Executive Officer.

Expenses associated with the approved action are classified as special charges upon recognition and monitored on an ongoing basis through completion.

We continue to evaluate changes to our organizational structure to reduce fixed costs, simplify or improve processes, and improve our competitiveness.

During 2025, we recognized $ 19.2 million of special charges, consisting of $ 15.9 million in employee severance and related benefit costs related to global selling, general and administrative streamlining actions approved by our Management Committee and $ 3.3 million associated with other actions.

During 2024, we recognized $ 9.5 million of special charges, consisting of $ 4.5 million associated with our GOE program, as more fully described below, and $ 5.0 million associated with the transition of a manufacturing facility in EMEA, as more fully described below.

During 2023, we recognized $ 61.2 million of special charges, consisting principally of $ 42.8 million associated with our GOE program, as more fully described below, $ 8.7 million associated with the transition of a manufacturing facility in EMEA, as more fully described below, and streamlining actions of $ 8.8 million in the Americas region, and $ 0.9 million in the EMEA region.

During 2022, we recognized $ 51.6 million of special charges, consisting principally of $ 23.3 million associated with the exit of our consumer business in Russia, as more fully described below, $ 21.5 million associated with the transition of a manufacturing facility in EMEA, as more fully described below, and streamlining actions of $ 8.0 million in the Americas region, and $ 7.1 million in the EMEA region, and $ 5.6 million associated with a U.S.

voluntary retirement program, as more fully described below.

These charges were partially offset by a $ 13.6 million gain on the sale of our Kohinoor brand, as well as a reversal of $ 2.2 million of estimated costs associated with the exit of our rice product line in India upon settlement of a supply agreement related to that product line.

In 2022, our Management Committee approved the GOE program.

As of November 30, 2025 and 2024, reserves associated with special charges of $ 4.7 million and $ 2.7 million respectively, are included in "Other accrued liabilities" in our consolidated balance sheet.

In 2022, our Management Committee approved the Global Operating Effectiveness (GOE) program.

The GOE program included a voluntary retirement plan, which included enhanced separation benefits to certain U.S.

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This voluntary retirement plan commenced in November 2022 and participants were required to submit their notifications by December 30, 2022.

As of November 30, 2022, we had accrued special charges of $ 5.6 million consisting of employee severance and related benefits.

Upon all eligible

employees submitting their notifications by the end of December 2022, we accrued an additional $ 19.7 million during the first quarter of 2023.

All related payments were made in fiscal year 2023 as all of the affected employees retired from the Company in 2023.

Other special charges recognized during the year ended November 30, 2023, under our GOE program included $ 13.4 million in severance and related benefits costs and $ 9.7 million of third-party expenses and other costs.

Other special charges recognized during the year ended November 30, 2024, under our GOE program included $ 4.2 million in severance and related benefit costs and $ 0.3 million of third-party expenses and other costs.

In 2022, our Management Committee approved the exit of our consumer business in Russia.

As a result, during the year ended November 30, 2022, we recognized $ 23.3 million of special charges.

These special charges included a non-cash impairment charge of $ 10.0 million associated with the Kamis brand name to reduce its carrying value to its estimated fair value, $ 3.3 million of employee severance and $ 2.1 million of other related exit costs directly associated with the exit plan, and a non-cash $ 7.9 million reclassification of the cumulative translation adjustment previously reflected in accumulated other comprehensive income (loss) to earnings associated with the exit of our business in Russia.

The total cost of the GOE program, which was recognized as special charges in our consolidated income statement during the three year period ending November 30, 2024, was $ 52.9 million, primarily including employee severance and related benefit costs.

Special charges recognized during the year ended November 30, 2024 included $ 4.2 million in severance and related benefit costs and $ 0.3 million of third-party expenses and other costs.

Special charges recognized during the year ended November 30, 2023 included $ 19.7 million associated with the voluntary retirement plan, $ 13.4 million of employee severance and related benefit costs and $ 9.7 million of third-party expenses and other costs.

In 2022, our Management Committee approved an initiative to consolidate our manufacturing operations in the United Kingdom into a net-zero carbon condiments manufacturing and distribution center facility with state-of-the-art technology.

We expect to execute these changes to our supply chain operations and improve profitability, from a combination of lower headcount and non-headcount costs, by consolidating our operations into a scalable platform while expanding our capacity.

We expect the cost of the initiative to approximate $ 41 million—to be recognized as special charges in our consolidated income statement through 2024 - including employee severance and related benefits, non-cash accelerated depreciation, equipment relocation costs, decommissioning and other property related lease exit costs, all directly related to the initiative.

These changes to our supply chain operations were implemented to improve profitability by consolidating our operations into a scalable platform while expanding our capacity.

The total cost of this initiative was $ 41.4 million which was recognized as special charges in our consolidated income statement through 2024, including employee severance and related benefit costs, accelerated depreciation, equipment relocation costs, decommissioning and other property related lease exit costs.

During 2024, we recognized a reversal of $ 1.5 million associated with severance and related benefit costs, based on a change in estimate, and $ 6.5 million in third-party expenses and other costs.

During 2023, we recognized $ 1.6 million in accelerated depreciation and $ 7.1 million in third party expenses and other costs.

During 2022, we recognized $ 12.6 million in severance and related benefits costs, $ 6.2 million in accelerated depreciation, and $ 2.7 million in third-party expenses and other costs.

Transaction and Integration Expenses

On March 31, 2025, we purchased substantially all of the assets of Jurado, Inc.

(Jurado), a supplier of chili mash located in Las Cruces, New Mexico.

The purchase price for Jurado was $ 38.1 million, including $ 14.3 million associated with a customary purchase price adjustment and $ 4.0 million of payments to be made in $ 2.0 million installments on the first and second anniversary of the acquisition date.

The valuation of the acquired assets resulted in $ 32.3 million allocated to tangible assets acquired, $ 2.7 million allocated to other intangible assets, and $ 3.1 million allocated to goodwill, which is deductible for tax purposes.

Tangible assets principally consist of $ 26.4 million of raw material and work-in-process inventory which were valued using a net realizable value approach, resulting in a step-up of $ 2.1 million that was recognized in cost of goods sold as the related inventory was sold, and property, plant and equipment of $ 5.8 million.

The determination of the fair value of the acquired Jurado assets was finalized during 2025.

The results of Jurado’s operations have been included in our financial statements from the date of the acquisition and are not material.

During 2025, we recorded $ 4.0 million of transaction and integration costs which includes the step-up of acquired Jurado inventory recognized in cost of goods sold of $ 2.1 million and transaction costs of $ 1.9 million recognized in special charges.

The following is a summary of special charges by business segments for the years ended November 30 (in millions):

2025 2024 2023

Consumer segment $ 13.6 $ 3.4 $ 35.8

Flavor Solutions segment 9.6 6.1 25.4

Total special charges $ 23.2 $ 9.5 $ 61.2

GOODWILL AND INTANGIBLE ASSETS

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Total goodwill and intangible assets $ 8,897.0 $ 302.6 $ 8,808.9 $ 262.5

As more fully described in Note 2, in 2022, we exited our consumer business in Russia and recognized a non-cash impairment charge of $ 10.0 million associated with the Kamis brand name to reduce its carrying value to its estimated fair value.

Intangible asset amortization expense was $ 35.2 million, $ 35.0 million, and $ 34.9 million for 2025, 2024, and 2023, respectively.

At November 30, 2025, definite-lived intangible assets had a weighted-average remaining life of approximately 8 years.

Amortization expense for the next five years, based on intangible asset balances as of November 30, 2025, is estimated to be as follows:

The changes in the carrying amount of goodwill by segment for the years ended November 30 were as follows:

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Beginning of year $ 3,583.1 $ 1,644.4 $ 3,609.6 $ 1,650.5

Decrease from sale of business — — — ( 0.4 )

Acquisition 1.6 1.5 — —

Foreign currency fluctuations 60.9 9.8 ( 26.5 ) ( 6.1 )

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Income from unconsolidated operations was $ 72.2 million, $ 74.2 million, and $ 56.4 million in 2025, 2024, and 2023, respectively.

Our principal earnings from unconsolidated affiliates are from our 50 % interest in McCormick de Mexico, S.A.

Profit from this joint venture represented 95 % of income from unconsolidated operations in 2024, 95 % in 2023 and 84 % in 2022.

Our principal earnings from unconsolidated affiliates are from our 50 % interest in McCormick de Mexico.

Profit from this joint venture represented 93 % of income from unconsolidated operations in 2025 and 95 % in both 2024 and 2023.

Summarized annual and year-end information from the financial statements of unconsolidated affiliates representing 100 % of the businesses follows:

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Royalty income from unconsolidated affiliates was $ 35.6 million, $ 37.0 million, and $ 35.1 million for 2025, 2024, and 2023, respectively.

On January 2, 2026, we acquired an additional 25 % ownership interest in McCormick de Mexico from Grupo Herdez, for a purchase price of $ 750 million, which increases 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.

FINANCING ARRANGEMENTS

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4.20 % notes due 8/15/2047

7.63 %– 8.12 % notes due 2024

Other, including finance leases 104.7 119.8

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Net interest payments are based on USD SOFR plus 0.907 % (previously U.S.

three-month LIBOR plus 1.22 %) with an effective variable rate of 5.92 % as of November 30, 2024.

(2) Interest rate swaps, settled upon the issuance of these notes, effectively set the interest rate on the $ 750 million notes at a weighted-average fixed rate of 3.44 %.

Separately, the fixed interest rate on $ 250 million of the 3.40 % notes due in 2027 is effectively converted to a

variable rate by interest rate swaps through 2027.

Net interest payments are based on USD SOFR plus 0.907 % (previously U.S.

three-month LIBOR plus 0.685 %) with an effective rate of 4.98 % as of November 30, 2025.

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We designated the treasury lock arrangements as cash flow hedges with the realized gain of $ 0.9 million to be amortized to interest expense over the life of the underlying debt.

In April 2023, we issued $ 500 million aggregate principal amount of 4.95 % unsecured senior notes due 2033.

Interest is payable semi-annually in April and October of each year, beginning on October 15, 2023.

As part of the issuance of new debt, we entered and settled treasury locks in a notional amount of $ 250.0 million to manage our interest rate risk associated with the issuance of the unsecured senior notes.

We designated the treasury lock arrangements as cash flow hedges with the realized loss of $ 2.6 million to be amortized to interest expense over the life of the underlying debt.

We have available credit facilities with domestic and foreign banks for various purposes.

Some of these lines are committed lines and others are uncommitted lines and could be withdrawn at various times.

Our committed lines include a five-year $ 1.5 billion revolving credit facility, which will expire in June 2026 and a 364 -day $ 500 million revolving credit facility, which was entered into in August 2024 and expires in August 2025.

In May 2025, we entered into a five-year $ 2.0 billion revolving credit facility which will expire in May 2030.

The current pricing for the five-year credit facility, on a fully drawn basis, is Term Secured Overnight Financing Rate (SOFR) plus 1.125 %.

The pricing of the revolving credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.50 %.

Upon entering into the May 2025 five-year $ 2.0 billion revolving credit facility, we simultaneously cancelled our existing five-year $ 1.5 billion revolving credit facility which was set to expire in June 2026 and the 364 -day $ 500 million revolving credit facility which was set to expire in August 2025.

We previously maintained a 364 -day $ 500 million revolving credit facility that was entered into in June 2023 and expired in June 2024.

Upon entering into the June 2023 364 -day $ 500 million revolving credit facility, we simultaneously cancelled the 364 -day $ 500 million revolving credit facility which was entered into in July 2022 and was set to expire in July 2023.

In the second quarter of 2023, we amended our five-year revolving credit facility expiring in June 2026 to no longer use LIBOR.

The current pricing for the five-year credit facility, on a fully drawn basis, is Term SOFR plus 1.25 % (previously LIBOR plus 1.25 %).

The pricing of that credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.75 % (previously LIBOR plus 1.75 %).

The current pricing for the 364 -day credit facility, on a fully drawn basis, is Term SOFR plus 1.23 %.

The pricing of that 364 -day credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.60 %.

The pricing for the five-year credit facility, on a fully drawn basis, was Term SOFR plus 1.25 % (previously LIBOR plus 1.25 %).

The pricing of that credit facility was based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.75 % (previously LIBOR plus 1.75 %).

The pricing for the 364 -day credit facility, on a fully drawn basis, was Term SOFR plus 1.23 %.

The pricing of that 364 -day credit facility was also based on a credit rating grid that contained a fully drawn maximum pricing of Term SOFR plus 1.60 %.

These credit facilities require a fee, and commitment fees were $ 2.2 million, $ 2.3 million and $ 2.4 million for 2025, 2024, and 2023, respectively.

These credit facilities support our commercial paper program and, after $ 431.3 million was used to support issued commercial paper, we have $ 1,568.7 million of capacity at November 30, 2024.

The provisions of these revolving credit facilities restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio.

As of November 30, 2024, our capacity under both revolving credit facilities was not affected by these covenants.

We do not expect that these covenants would limit our access to our revolving credit facilities for the foreseeable future.

Our revolving credit facilities support our commercial paper program and, after $ 351.8 million was used to support issued commercial paper, we have $ 1,648.2 million of capacity at November 30, 2025.

The provisions of our revolving credit facilities restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio.

As of November 30, 2025, our capacity under our revolving credit facility was not affected by these covenants.

We do not expect that these covenants would limit our access to our revolving credit facility for the foreseeable future.

In addition, we have several uncommitted lines totaling $ 346.9 million, which have a total unused capacity at November 30, 2025 of $ 346.9 million.

These lines, by their nature, can be withdrawn based on the lenders’ discretion.

In 2023, we executed a nonrecourse accounts receivable sale program whereby certain eligible U.S.

In January 2026, we entered into a 364 -day $ 500 million revolving credit facility, which will expire in January 2027.

The current pricing for the 364 -day credit facility, on a fully drawn basis, is Term SOFR plus 1.125 %.

The pricing of the credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.50 %.

We maintain a nonrecourse accounts receivable sale program whereby certain eligible U.S.

receivables are sold to third party financial institution in exchange for cash.

The program provides us with an additional means for managing liquidity.

Under the terms of the arrangement, we act as the collecting agent on behalf of the financial institution.

We account for the transfer of receivables as a sale at the point control is transferred through derecognition of the receivable on our consolidated balance sheet.

We account for the transfer of receivables as a sale at the point control is transferred and remove the sold receivables from our consolidated balance sheet.

The proceeds from the sales of receivables are included in cash from operating activities in the consolidated cash flow statement.

The outstanding amount of receivables sold under this program were approximately $ 430.0 million and $ 106.9 million as of November 30, 2025 and 2024, respectively.

As collecting agent on the sold receivables, we had $ 45.4 million and $ 9.6 million of cash collected that was not yet remitted to the third party financial institution as of November 30, 2025 and 2024, respectively.

This obligation is reported within other accrued liabilities on the consolidated balance sheet and within

cash flows from financing activities on the consolidated cash flow statement.

The incremental costs of factoring receivables under this arrangement were insignificant in 2025, 2024, and 2023.

The proceeds from the sales of receivables are included in cash flows from operating activities on the consolidated cash flow statement.

As collecting agent on the sold receivables, we had $ 9.6 million of cash collected that was not yet remitted to the third party financial institution as of November 30, 2024.

This obligation is reported within other accrued liabilities on the consolidated balance sheet as of November 30, 2024 and within cash flows from financing activities on the consolidated cash flow statement.

At November 30, 2024, we had no outstanding guarantees with terms of one year or less.

As of November 30, 2025 and 2024, we had outstanding letters of credit of $ 64.2 million and $ 61.5 million, respectively.

These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.

At November 30, 2025, we had no other outstanding guarantees.

The unused portion of our letter of credit facility was $ 13.8 million at November 30, 2025.

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During the years ended November 30, 2025, 2024, and 2023, we recognized $ 25.1 million, $ 28.8 million, and $ 27.9 million, respectively, of rent expense related to the leased asset.

The lease contains options to negotiate a renewal of the lease or to purchase or request the lessor to sell the facility at the end of the lease term.

contains options to negotiate a renewal of the lease or to purchase or request the lessor to sell the facility at the end of the lease term.

The lease arrangement contains a residual value guarantee of 76.5 % of the lessor’s total construction cost, which approximated $ 310 million.

We do not believe it is probable that any material amounts will be owed under these guarantees.

Therefore, no material amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.

The lease also contains covenants that are consistent with our revolving credit facilities, as disclosed in Note 5.

Therefore, no amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.

The lease also contains covenants that are consistent with our revolving credit facility, as disclosed in Note 5.

Our Corporate functions, Americas' leadership, and U.S.

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We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instrument and all derivatives are designated as hedges.

We are not a party to master netting arrangements, and we do not offset the fair value of derivative contracts with the same counterparty in our financial statement disclosures.

We are not a party to master netting arrangements, and we do not offset the fair value of derivative

contracts with the same counterparty in our financial statement disclosures.

The use of derivative financial instruments is monitored through regular communication with senior management and the use of written guidelines.

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Any gains or losses on net investment hedges are included in foreign currency translation adjustments in accumulated other comprehensive loss.

Net interest accruals excluded from the assessment of hedge effectiveness are included in earnings as interest expense.

As of November 30, 2025 and 2024, we had cross currency interest rate swap contracts of (i) $ 250 million notional value to receive $ 250 million at USD SOFR plus 0.907 % and pay £ 194.1 million at three-month GBP SONIA plus 0.859 % and (ii) £ 194.1 million notional value to receive £ 194.1 million at three-month GBP SONIA plus 0.859 % and pay € 221.8 million at three-month Euro EURIBOR plus 0.808 %.

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In conjunction with the phase-out of LIBOR, during 2023 we amended the terms of this cross currency swap such that, effective February 15, 2023, we pay and receive at USD SOFR plus 0.907 % (previously USD LIBOR plus 0.685 %).

As of November 30, 2024, we also had cross currency interest rate swap contracts of $ 250 million notional value to receive $ 250 million at USD SOFR plus 0.684 % and pay £ 184.1 million at GBP SONIA plus 0.574 % and (ii) £ 184.1 million notional value to receive £ 184.1 million at GBP SONIA plus 0.574 % and pay € 219.2 million at Euro ESTR plus 0.667 %, both of which expire in April 2030.

As of November 30, 2025 and 2024, we also had cross currency interest rate swap contracts of $ 250 million notional value to receive $ 250 million at USD SOFR plus 0.684 % and pay £ 184.1 million at GBP SONIA plus 0.574 % and (ii) £ 184.1 million notional value to receive £ 184.1 million at GBP SONIA plus 0.574 % and pay € 219.2 million at Euro ESTR plus 0.667 %, both of which expire in April 2030.

Interest Rates

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Expiration November 2025 August 2027 April 2030

(1) In 2023, we amended our $ 100 million interest rate swaps which expire in November 2025 such that, effective February 15, 2023, we pay and receive at USD SOFR plus 1.487 % (previously U.S.

(1) In 2023, we amended our $ 100 million interest rate swaps which expired in November 2025 such that, effective February 15, 2023, we paid and received at USD SOFR plus 1.487 % (previously U.S.

three-month LIBOR plus 1.22 %).

(2) In 2023, we amended our $ 250 million interest rate swaps which expire in August 2027 such that, effective February 15, 2023, we pay and receive at USD SOFR plus 0.907 % (previously U.S.

(2) In 2023, we amended our $ 250 million interest rate swaps which expire in August 2027 such that, effective February 15, 2023, we paid and received at USD SOFR plus 0.907 % (previously U.S.

three-month LIBOR plus 0.685 %).

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Total $ 42.0 $ 50.4

The following tables disclose the impact of derivative instruments on other comprehensive income (OCI), accumulated other comprehensive income (AOCI) and our consolidated income statement for the years ended November 30, 2024, 2023, and 2022:

The following tables disclose the impact of derivative instruments on our consolidated income statement, other comprehensive income (OCI), and accumulated other comprehensive income (AOCI) for the years ended November 30, 2025, 2024, and 2023:

Fair value hedges (millions)

Income statement

location Income (expense)

location Expense

Derivative 2025 2024 2023

Interest rate contracts Interest expense $ ( 14.1 ) $ ( 19.7 ) $ ( 17.7 )

Income statement location Gain (loss) recognized in income Income statement location Gain (loss) recognized in income

Income statement location Loss recognized in income Income statement location Gain recognized in income

Derivative 2025 2024 2023 Hedged Item 2025 2024 2023

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Total $ — $ ( 0.1 ) $ ( 3.3 ) $ ( 1.2 ) $ 1.0 $ 0.3

In March 2022, we entered into treasury lock arrangements with a notional amount totaling $ 200 million in order to manage our interest rate risk associated with the anticipated issuance of at least $ 200 million of fixed rate debt by August 2022.

These treasury locks had a maturity date of August 12, 2022 and an average fixed rate of 1.89 %.

We designated these treasury lock arrangements as cash flow hedges with any unrealized gain, prior to settlement, recognized in accumulated other comprehensive income.

In July 2022, we settled the $ 200 million notional treasury

locks upon determining we would not issue fixed rate debt but rather enter into the previously described $ 500 million 364 -day revolving credit facility.

The proceeds received upon settlement of these treasury lock arrangements were $ 18.7 million and were recognized in Other income, net in our consolidated income statements for the year ended November 30, 2022.

The amount of gain or loss recognized in income on the ineffective portion of derivative instruments is not material.

For all cash flow and settled interest rate fair value hedge derivatives, the net amount of accumulated other comprehensive income expected to be reclassified into income related to these contracts in the next twelve months is a $ 0.1 million decrease to earnings.

Net investment hedges (millions)

recognized in OCI Income statement location Gain (loss)

recognized in OCI Income statement location Gain

excluded from the assessment of hedge effectiveness

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At November 30, 2025, we did not have amounts due from any single customer that exceed 10 % of consolidated trade accounts receivable.

Current credit markets are highly volatile and some of our customers and counterparties are highly leveraged.

Credit markets are volatile and some of our customers and counterparties are highly leveraged.

We continue to closely monitor the credit worthiness of our customers and counterparties and generally do not require collateral.

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Insurance contracts 131.0 — 131.0

Bonds and other long-term investments 1.3 1.3 —

Bonds and money market fund 1.9 1.9 —

Foreign currency derivatives 6.5 — 6.5

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Foreign currency derivatives 0.7 — 0.7

Cross currency contracts 18.1 — 18.1

Total $ 39.6 $ — $ 39.6

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Insurance contracts 129.2 — 129.2

Bonds and other long-term investments 0.3 0.3 —

Bonds and money market fund 1.3 1.3 —

Foreign currency derivatives 5.2 — 5.2

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Foreign currency derivatives 12.5 — 12.5

Cross currency contracts 7.5 — 7.5

Total $ 50.4 $ — $ 50.4

At November 30, 2025 and 2024, we had no financial assets or liabilities that were subject to a level 3 fair value measurement.

At November 30, 2024 and 2023, the carrying amount of interest rate derivatives, foreign currency derivatives, cross currency contracts, insurance contracts, and bond and other long-term investments are equal to their respective fair values.

At November 30, 2025 and 2024, the carrying amount of interest rate derivatives, foreign currency derivatives, cross currency contracts, insurance contracts, and bonds and money market fund investments are equal to their respective fair values.

Because of their short-term nature, the amounts reported in the balance sheet for cash and cash equivalents, receivables, short-term borrowings, and trade accounts payable approximate fair value.

Investments in affiliates are not readily marketable, and it is not practicable to estimate their fair value.

Insurance contracts, bonds, and other long-term investments are comprised of fixed income and equity securities held for certain non-qualified U.S.

Insurance contracts, bonds, and money market fund investments are comprised of fixed income and equity securities held for certain non-qualified U.S.

employee benefit plans and are stated at fair value on the balance sheet.

The fair values of insurance contracts are based upon the underlying values of the securities in which they are invested and are from quoted market prices from various stock and bond exchanges for similar type assets.

The fair values of bonds and other long-term investments are based on quoted market prices from various stock and bond exchanges.

The fair values of insurance contracts and bonds and money market fund investments are based upon the underlying values of the securities in which they are invested and are from quoted market prices from various stock and bond exchanges for similar type assets.

The fair values for interest rate derivatives, foreign currency derivatives, and cross currency contracts are based on values for similar instruments using models with market-based inputs.

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$ ( 269.9 ) $ ( 392.0 )

Unrealized net gain on foreign currency exchange contracts 2.1 0.8

Unrealized net (loss) gain on foreign currency exchange contracts ( 3.2 ) 2.1

Unamortized value of settled interest rate swaps ( 1.1 ) ( 1.6 )

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$ ( 363.1 ) $ ( 491.2 )

(1) During the year ended November 30, 2024, the foreign currency translation adjustment of accumulated other comprehensive loss increased on a net basis by $ 86.3 million, inclusive of $ 19.5 million of unrealized gains associated with net investment hedges.

(1) During the year ended November 30, 2025, the foreign currency translation adjustment of accumulated other comprehensive loss decreased on a net basis by $ 122.1 million, inclusive of $ 46.6 million of unrealized losses associated with net investment hedges.

During the year ended November 30, 2024, the foreign currency translation adjustment of accumulated other comprehensive loss increased on a net basis by $ 86.3 million, inclusive of $ 19.5 million of unrealized gains associated with net investment hedges.

These net investment hedges are more fully described in Note 7.

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Interest rate derivatives $ 0.6 $ 0.6 $ ( 0.1 ) Interest expense

Treasury lock contracts (1)

— — ( 18.7 ) Other income, net

Foreign exchange contracts 0.6 ( 1.6 ) ( 0.2 ) Cost of goods sold

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$ 0.4 $ 0.3 $ 0.3 Other income, net

Amortization of net actuarial (gains) losses (2)

Amortization of net actuarial gains (1)

( 1.6 ) ( 3.4 ) ( 2.1 ) Other income, net

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Net, after tax $ ( 0.9 ) $ ( 2.3 ) $ ( 1.4 )

(1) The settlement of these treasury locks is further described in Note 7.

(1) This accumulated other comprehensive income (loss) component is included in the computation of total pension expense and total other postretirement expense (refer to Note 10 for additional details).

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and certain foreign locations.

In addition, we sponsor defined contribution plans in the U.S.

We contribute to defined contribution plans in locations outside the U.S., including government-sponsored retirement plans.

We also currently provide postretirement medical and life insurance benefits to certain U.S.

Additionally, we sponsor defined contribution plans in the U.S.

and contribute to defined contribution plans in various locations outside the U.S., including government-sponsored retirement plans.

We also provide postretirement medical and life insurance benefits to certain U.S.

employees and retirees.

We previously froze the accrual of certain defined benefit pension plans in the U.S., the United Kingdom and Canada with effective dates of the plan being frozen occurring between December 31, 2016 and November 30,

Although those plans have been frozen, employees who are participants in the plans retained benefits accumulated up to the date of the freeze, based on credited service and eligible earnings, in accordance with the terms of the plans.

We previously froze the accrual of future benefits under certain defined benefit pension plans in the U.S.

and certain foreign locations.

Although our defined benefit plans in the U.S., United Kingdom, and Canada have generally been frozen, employees who are participants in the plans retained benefits accumulated up to the date of the freeze, based on credited service and eligible earnings, in accordance with the terms of the plans.

Included in our consolidated balance sheet as of November 30, 2025 on the line entitled "Accumulated other comprehensive loss" was $ 111.6 million ($ 88.9 million net of tax) related to net unrecognized actuarial losses that have not yet been recognized in net periodic pension or postretirement benefit cost.

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Amortization of net actuarial loss (gain) 1.1 ( 0.4 ) 0.2 ( 0.1 ) ( 0.3 ) ( 0.1 )

Settlement loss — — — — — 0.3

Total pension expense (income) $ 1.5 $ ( 0.7 ) $ ( 3.5 ) $ ( 3.4 ) $ ( 5.1 ) $ ( 4.6 )

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Interest costs 35.5 37.3 10.2 10.6

Plan settlements — — — ( 0.1 )

Actuarial (gain) loss ( 12.4 ) 56.3 ( 9.7 ) 7.8

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Total $ 618.2 $ 4.5 $ 613.7

Investments measured at net asset value (i)

Hedge funds (j)

Private equity funds (k)

Private debt funds (l)

Real estate (m)

Investments measured at net asset value (h)

Hedge funds (i)

Private equity funds (j)

Private debt funds (k)

Real estate (l)

Total investments $ 676.7

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equity securities (a)

108.5 35.5 73.0

International equity securities (b)

4 unchanged sentences

Insurance contracts (f)

Other types of investments:

Real estate (g)

Natural resources (h)

Total $ 597.0 $ 4.4 $ 592.6

Investments measured at net asset value (i)

Hedge funds (j)

Private equity funds (k)

Private debt funds(l) 20.4

Real estate (m) 14.8

Investments measured at net asset value (h)

Hedge funds (i)

Private equity funds (j)

Private debt funds(k) 8.0

Real estate (l) 19.3

Total investments $ 670.7

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(g) This category comprises funds investing in real estate investment trusts (REIT).

Appropriate benchmarks are the MSCI U.S.

REIT Index and the MSCI REALPAC Canada Property Index, for the U.S.

and International holdings, respectively.

(h) This category comprises funds investing in natural resources.

An appropriate benchmark is the Alerian master limited partnership (MLP) Index.

(i) Certain investments that are valued using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

Appropriate benchmarks are the MSCI REALPAC Canada Property Index International holding.

(h) Certain investments that are valued using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

These are included to permit reconciliation of the fair value hierarchy to the aggregate pension plan assets.

(j) This category comprises hedge funds investing in strategies represented in various HFRI Fund Indices.

(i) This category comprises hedge funds investing in strategies represented in various HFRI Fund Indices.

The net asset value is generally based on the valuation of the underlying investment.

Limitations exist on the timing from notice by the plan of its intent to redeem and actual redemptions of these funds and generally range from a minimum of one month to several months.

(k) This category comprises private equity, venture capital and limited partnerships.

(j) This category comprises private equity, venture capital and limited partnerships.

The net asset is based on valuation models of the underlying securities as determined by the general partner or general partner's designee.

1 unchanged sentence

These funds typically have redemption periods of approximately 10 years.

(l) This category comprises limited partnerships funds investing in senior loans, mezzanine and distressed debt.

(k) This category comprises limited partnerships funds investing in senior loans, mezzanine and distressed debt.

The net asset is based on valuation models of the underlying securities as determined by the general partner or general partner's designee.

1 unchanged sentence

These funds typically have redemption periods of approximately 10 years.

(m) This category comprises private real estate funds.

(l) This category comprises private real estate funds.

The net asset is based on valuation models of the underlying securities as determined by the general partner or general partner's designee.

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This provides a basis of comparability relative to similar assets.

As of November 30, 2023, equity securities in the U.S.

pension plans included McCormick stock with a fair value of $ 35.5 million ( 0.6 million shares and 5.4 % of total U.S.

pension plan assets).

Dividends paid on these shares were $ 0.8 million and $ 0.9 million in 2024 and 2023, respectively.

pension plans previously held McCormick stock.

Dividends paid on these shares were $ 0.8 million in 2024.

Pension benefit payments in our most significant plans are made from assets of the pension plans.

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employees who are employed on December 31 of each year.

Some of our smaller subsidiaries sponsor separate

401(k) retirement plans.

Our contributions charged to expense under all U.S.

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Participant contributions 2.6 2.8

Actuarial (gain) loss ( 1.1 ) ( 5.6 )

Actuarial gain ( 0.9 ) ( 1.1 )

Benefits paid ( 6.3 ) ( 7.0 )

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We have four types of stock-based compensation awards:

restricted stock units (RSUs), stock options, company stock awarded as part of our long-term performance plan (LTPP), and price-vested stock options.

Total stock-based compensation expense for 2024, 2023, and 2022 was $ 47.4 million, $ 63.4 million and $ 60.3 million, respectively.

restricted stock units (RSUs), stock options, and company stock awarded as part of our long-term performance plan (LTPP) and price-vested stock options.

Total stock-based compensation expense for 2025, 2024, and 2023 was $ 46.2 million, $ 47.4 million and $ 63.4 million,

respectively.

Total unrecognized stock-based compensation expense related to our RSUs and stock options at November 30, 2025 was $ 26.9 million and the weighted-average period over which this will be recognized is 1.8 years.

All stock-based compensation expense related to our price-vested stock options was fully recognized as of November 30, 2023.

Total unrecognized stock-based compensation expense related to our LTPP is variable in nature and is dependent on the Company's execution against established performance metrics under performance cycles related to this plan.

All stock-based compensation expense related to our price-vested stock options was fully recognized as of November 30, 2023.

As of November 30, 2025, we have 4.6 million shares of common stock remaining available for future issuance under our stock-based compensation programs.

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The per share weighted-average fair value for all options granted was $ 17.63 and $ 19.35 in 2024 and 2023, respectively.

No stock option awards were granted during 2025.

These fair values were computed using the following range of assumptions for the years ended November 30:

2024 2023 2022

Risk-free interest rates 4.1 % - 5.5 %

3.5 % - 4.9 %

0.2 % - 2.5 %

Dividend yield 2.3 % 1.9 %

Expected volatility 22.8 % 21.8 %

Expected lives 7.1 years 7.3 years 7.6 years

Expected lives 7.1 years 7.3 years

Under our stock option plans, we may issue shares on a net basis at the request of the option holder.

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5.5 5.0 $ 73.92 4.7 4.4 $ 73.54

LTPP awards granted in 2025, 2024, and 2023 will be delivered in company stock, with the award attainment calculated as a percentage of target based on a combination of a performance-based component and a market-based total shareholder return.

These awards are valued based on the fair value of the underlying stock and the estimated fair value associated with the total shareholder return on the date of grant.

A summary of the LTPP award activity for the years ended November 30 follows:

(shares in thousands) 2025 2024 2023

Shares Weighted-

price Shares Weighted-

Beginning of year 539 $ 83.45 474 $ 94.34 451 $ 106.32

Granted 177 86.92 192 66.49 167 89.00

Vested ( 206 ) 95.00 ( 181 ) 98.30 ( 176 ) 86.14

Performance adjustment 53 89.00 73 95.00 61 98.30

Forfeited ( 40 ) 80.03 ( 19 ) 84.71 ( 29 ) 92.31

Outstanding—end of year 523 $ 80.88 539 $ 83.45 474 $ 94.34

Price-Vested Stock Options

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The price-vested stock options were granted with an exercise price of $ 93.49 which was equal to the market price of our stock on the date of grant.

The price-vested options are not exercisable until a three year service condition is achieved, and will become exercisable after that time period only if the average closing price of our stock price equals or exceeds thresholds of 60 %, 80 % or 100 % appreciation from the exercise price for 30 consecutive trading days within a five-year period from the date of grant.

If the options become exercisable, they are exercisable up to 10 years from the date of grant.

The options granted were divided equally between the three appreciation thresholds.

Employees who retire vest on a pro-rata basis over a three-year period if the market condition is met in the five-year period from the date of grant.

If the market conditions are not met in the five-year period from the date of grant, the options do not become exercisable and will be forfeited.

The fair value of the price-vested options was estimated using a lattice model.

The per share weighted-average fair value for the price-vested stock options granted was $ 11.88 , $ 9.26 , and $ 7.05 , for the 60 %, 80 % and 100 % appreciation thresholds, respectively.

These fair values were computed using the following range of assumptions:

Risk-free interest rates 0.85 %

Dividend yield 1.5 %

Expected volatility 21.2 %

Expected lives 5.6 - 6.2 years

The price-vested options were not exercisable until a three year service condition was achieved, and were exercisable after that time period only if the average closing price of our stock price was equal to or exceeded thresholds of 60 %, 80 % or 100 % appreciation from the exercise price for 30 consecutive trading days within a five-year period from the date of grant.

The market conditions were not met in the five-year period from the date of grant and all price-vested options were forfeited in November 2025.

The following is a summary of our Price-Vested Stock Options activity for the years ended November 30:

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Outstanding—end of year — $ — 2,055 $ 9.40 2,055 $ 9.40

As of November 30, 2024, 2023, and 2022, the outstanding options are divided equally between the three appreciation thresholds.

LTPP awards granted in 2024, 2023, and 2022 will be delivered in company stock, with the award attainment calculated as a percentage of target based on a combination of a performance-based component and a market-based total shareholder return.

These awards are valued based on the fair value of the underlying stock and the estimated fair value associated with the total shareholder return on the date of grant.

A summary of the LTPP award activity for the years ended November 30 follows:

(shares in thousands) 2024 2023 2022

Shares Weighted-

price Shares Weighted-

Beginning of year 474 $ 94.34 451 $ 106.32 497 $ 83.74

Granted 192 66.49 167 89.00 152 95.00

Vested ( 181 ) 98.30 ( 176 ) 86.14 ( 251 ) 75.26

Performance adjustment 73 95.00 61 98.30 59 86.14

Forfeited ( 19 ) 84.71 ( 29 ) 92.31 ( 6 ) 95.37

Outstanding—end of year 539 $ 83.45 474 $ 94.34 451 $ 106.32

The provision for income taxes for the years ended November 30 consists of the following:

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( 6.5 ) ( 30.3 ) ( 5.4 )

Total income tax expense (benefit) $ 184.0 $ 174.5 $ 168.6

Total income tax expense $ 195.8 $ 184.0 $ 174.5

The components of income from consolidated operations before income taxes for the years ended November 30 follow:

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tax on remitted and unremitted earnings 2.1 1.8 0.9

Stock compensation expense — — ( 1.1 )

Changes in prior year tax contingencies ( 1.1 ) ( 1.4 ) ( 0.8 )

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Tax settlements or statute of limitation expirations could result in a change to our uncertain tax positions.

We believe that the reasonably possible total amount of unrecognized tax benefits as of November 30, 2024 that could decrease in the next 12 months as a result of various statute expirations, audit closures and/or tax settlements would not be material.

We believe that the reasonably possible total amount of unrecognized tax benefits as of November 30, 2025 that could

decrease in the next 12 months as a result of various statute expirations, audit closures and/or tax settlements would not be material.

We file income tax returns in the U.S.

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COMMITMENTS AND CONTINGENCIES

During the normal course of our business, we are occasionally involved with various claims and litigation.

During the normal course of our business, we are involved with various claims and litigation.

Reserves are established in connection with such matters when a loss is probable and the amount of such loss can be reasonably estimated.

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Consumer and Flavor Solutions.

The consumer and flavor solutions segments manufacture, market and distribute spices, seasoning mixes, condiments and other flavorful products throughout the world.

The Consumer and Flavor Solutions segments manufacture, market and distribute herbs, spices, seasoning mixes, condiments and other flavorful products throughout the world.

Our Consumer segment sells to retail channels, including grocery, mass merchandise, warehouse clubs, discount and drug stores, and e-commerce under the “McCormick” brand and a variety of brands around the world, including “French's,” “Frank's RedHot,” “Lawry’s,” “Zatarain’s,” “Simply Asia,” “Thai Kitchen,” “Ducros,” “Vahiné,” "Cholula," “Schwartz,” “Club House,” “Kamis,” "DaQiao," "La Drogheria," "Stubb's," "OLD BAY," and "Gourmet Garden." Our Flavor Solutions segment sells to food manufacturers and the foodservice industry both directly 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 measure segment performance based on operating income excluding special charges as this activity is managed separately from the business segments.

We also exclude transaction and integration expenses related to our acquisitions, as applicable, from our measure of segment performance as these expenses are similarly managed separately from the business segments.

These transaction and integration expenses excluded from our segment performance measure include the amortization of the acquisition-date fair value adjustment of inventories that is included in cost of goods sold, costs directly associated with that acquisition and costs associated with integrating the businesses.

Our CODM is our Chairman, President & Chief Executive Officer.

Our CODM uses operating income excluding special charges and transaction and integration expenses related to our acquisitions to manage segment performance and allocate resources across segments and considers variances of actual performance to our annual budget and periodic forecasts as well as year over year performance when making decisions.

Special charges and transaction and integration expenses are excluded from operating income in our internal reporting to the CODM as this activity is managed separately from the business segments.

Activity related to special charges, including transaction and integration expenses, is described in Note 2.

Transaction and integration expenses include the amortization of the acquisition-date fair value adjustment of inventories included in cost of goods sold, costs directly associated with that acquisition and costs associated with integrating the businesses

Although the segments are managed separately due to their distinct distribution channels and marketing strategies, manufacturing and warehousing are often integrated to maximize cost efficiencies.

We do not segregate jointly utilized assets by individual segment for purposes of internal reporting, performance evaluation, or capital allocation.

As a result, jointly utilized assets, including fixed assets, and depreciation and amortization expense are not maintained by individual segment.

Depreciation and amortization expense is allocated to the segments except for amounts that are recognized in interest.

We have a large number of customers for our products.

Sales to one of our consumer segment customers, Wal-Mart Stores, Inc., accounted for approximately 12 %, 12 %, and 12 % of consolidated sales in 2024, 2023, and 2022, respectively.

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

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

1 unchanged sentence

Because of integrated manufacturing for certain products within the segments, products are not sold from one segment to another but rather inventory is transferred at cost.

Inter-segment sales are not material.

Inter-segment transfers are not material.

Corporate assets include cash, deferred taxes, investments, and certain fixed assets.

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Net sales $ 3,950.3 $ 2,890.0 $ 6,840.3 $ — $ 6,840.3

Cost of goods sold excluding special charges 2,187.4 2,058.6 4,246.0 — 4,246.0

SG&A expense 1,028.0 472.3 1,500.3 — 1,500.3

Operating income excluding special charges 734.9 359.1 1,094.0 — 1,094.0

4 unchanged sentences

Net sales $ 3,848.5 $ 2,875.2 $ 6,723.7 $ — $ 6,723.7

Cost of goods sold 2,074.2 2,058.5 4,132.7 — 4,132.7

SG&A expense 1,034.0 487.2 1,521.2 — 1,521.2

Operating income excluding special charges 740.3 329.5 1,069.8 — 1,069.8

4 unchanged sentences

Net sales $ 3,807.3 $ 2,854.9 $ 6,662.2 $ — $ 6,662.2

Operating income excluding special charges and transaction and integration expenses 710.7 206.7 917.4 — 917.4

Cost of goods sold 2,044.4 2,115.3 4,159.7 — 4,159.7

SG&A expense 1,027.4 450.9 1,478.3 — 1,478.3

Operating income excluding special charges 735.5 288.7 1,024.2 — 1,024.2

Income from unconsolidated operations 54.7 1.7 56.4 — 56.4

2 unchanged sentences

Depreciation and amortization — — 194.8 4.5 199.3

A reconciliation of operating income excluding special charges and transaction and integration expenses, to operating income for 2024, 2023, and 2022 is as follows:

A reconciliation of cost of goods sold excluding special charges and operating income excluding special charges to cost of goods sold and operating income for 2025, 2024, and 2023 is as follows:

(millions) Consumer Flavor Solutions Total

Cost of goods sold excluding special charges $ 2,187.4 $ 2,058.6 $ 4,246.0

Special charges 1.3 0.8 2.1

Cost of goods sold $ 2,188.7 $ 2,059.4 $ 4,248.1

Operating income excluding special charges $ 734.9 $ 359.1 $ 1,094.0

4 unchanged sentences

Operating income $ 736.9 $ 323.4 $ 1,060.3

Operating income excluding special charges and transaction and integration

Operating income excluding special charges

expenses $ 735.5 $ 288.7 $ 1,024.2

Special charges 35.8 25.4 61.2

Transaction and integration expenses — 2.2 2.2

Operating income $ 699.7 $ 263.3 $ 963.0

31 unchanged sentences

Other income, net

Gain (loss) on sale of business $ — $ ( 1.2 ) $ 49.6

Gain on settlement of treasury locks (1)

Pension and other postretirement benefit income 8.4 10.7 9.6

Interest income $ 40.1 $ 45.9 $ 36.6

Pension and other postretirement benefit income 4.8 8.4 10.7

Other ( 6.5 ) ( 6.9 ) ( 3.4 )

$ 38.4 $ 47.4 $ 43.9

(1) The settlement of these treasury locks is further described in Note 7.

On August 3, 2022, we sold the Kitchen Basics business for $ 95.2 million in cash, net of transaction expenses of $ 3.8 million.

Assets disposed of principally included inventory, intangible assets ($ 6.3 million) and goodwill ($ 21.5 million).

The sale of Kitchen Basics resulted in a pre-tax gain of $ 49.6 million.

At November 30 (millions) 2025 2024

31 unchanged sentences

Operating lease liability 167.7 166.6

Unrecognized tax benefits 20.6 27.7

Other 142.4 145.1

9 unchanged sentences

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 8. Financial Statements and Supplementary Data