What changed in this filing

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Item 1. Financial Statements

2026-06-25 compared with 2026-03-31 · 287 added, 192 removed, 471 unchanged (50% of the section changed)

3 unchanged sentences

(in millions except per share amounts)

Three months ended February 28,

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

Net sales $ 1,936.6 $ 1,659.5 $ 3,810.5 $ 3,265.0

22 unchanged sentences

(in millions)

Three months ended February 28,

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

Net income $ 160.2 $ 176.0 $ 1,182.5 $ 339.4

4 unchanged sentences

Unrealized components of pension and other postretirement plans ( 0.3 ) ( 2.3 ) ( 2.2 ) ( 3.3 )

Tax expense ( 5.6 ) ( 1.0 )

Total other comprehensive income (loss), net of tax 248.0 ( 33.6 )

Total Comprehensive income $ 1,270.3 $ 129.8

Tax (expense) benefit ( 10.3 ) 6.1 ( 15.9 ) 5.1

Total other comprehensive income, net of tax ( 12.3 ) 124.7 235.7 91.1

Comprehensive income $ 147.9 $ 300.7 $ 1,418.2 $ 430.5

Attributable to:

42 unchanged sentences

(in millions)

Three months ended February 28,

Six months ended May 31,

Operating activities

7 unchanged sentences

Gain on remeasurement of previously held equity interest ( 866.8 ) —

Changes in operating assets and liabilities (net of effect of business acquired)

Changes in operating assets and liabilities (net of effect of businesses acquired)

Trade accounts receivable 129.4 23.2

9 unchanged sentences

Financing activities

Short-term borrowings (repayments), net 928.5 ( 25.9 )

Short-term borrowings, net 945.2 116.0

Long-term debt borrowings (net of debt issuance costs of $ 1.1 )

Debt financing fees paid ( 51.0 ) —

Long-term debt repayments ( 504.4 ) ( 13.6 )

3 unchanged sentences

Dividends paid ( 257.9 ) ( 241.5 )

Dividends paid to joint venture partner ( 8.4 ) —

Other financing activities ( 9.3 ) 21.1

8 unchanged sentences

(in millions)

(millions) Common Stock Shares Common Stock

Common Stock Shares Common Stock

Non-Voting Shares Common Stock Amount Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interests Total Shareholders’ Equity

Three months ended February 28, 2026

Three months ended May 31, 2026

Balance, February 28, 2026

14.8 253.9 $ 2,306.1 $ 4,823.1 $ ( 148.9 ) $ 575.8 $ 7,556.1

Net income attributable to McCormick & Company — 150.1 — — 150.1

Net income attributable to non-controlling interests — — — 10.1 10.1

Other comprehensive income (loss), net of tax — — ( 12.5 ) 0.2 ( 12.3 )

Dividends — ( 129.0 ) — ( 8.4 ) ( 137.4 )

Stock-based compensation 8.6 — — — 8.6

Shares purchased and retired ( 0.1 ) — ( 2.8 ) ( 1.3 ) — — ( 4.1 )

Shares issued 0.2 — 2.2 — — — 2.2

Equal exchange ( 0.1 ) 0.1 — — — — —

Balance, May 31, 2026

14.8 254.0 $ 2,314.1 $ 4,842.9 $ ( 161.4 ) $ 577.7 $ 7,573.3

Six months ended May 31, 2026

Balance, November 30, 2025

14.9 253.5 $ 2,283.2 $ 3,816.4 $ ( 363.1 ) $ 31.6 $ 5,768.1

Net income attributable to McCormick & Company — 1,166.3 — — 1,166.3

1 unchanged sentence

Net income attributable to non-controlling interests — — — 16.2 16.2

Other comprehensive income, net of tax — — 214.2 33.8 248.0

Other comprehensive income (loss), net of tax — — 201.7 34.0 235.7

Dividends — ( 129.0 ) — ( 8.4 ) ( 137.4 )

Stock-based compensation 29.3 — — — 29.3

2 unchanged sentences

Equal exchange ( 0.5 ) 0.5 — — — — —

Balance, May 31, 2026

14.8 254.0 $ 2,314.1 $ 4,842.9 $ ( 161.4 ) $ 577.7 $ 7,573.3

Common Stock Shares Common Stock

Non-Voting Shares Common Stock Amount Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interests Total Shareholders’ Equity

Three months ended May 31, 2025

Balance, February 28, 2025

15.5 252.6 $ 2,253.3 $ 3,694.3 $ ( 524.6 ) $ 26.7 $ 5,449.7

Three months ended February 28, 2025

Net income attributable to McCormick & Company — 175.0 — — 175.0

Net income attributable to non-controlling interest — — — 1.0 1.0

Other comprehensive income, net of tax — — 123.4 1.3 124.7

Dividends — ( 120.8 ) — — ( 120.8 )

Stock-based compensation 9.6 — — — 9.6

Shares purchased and retired ( 0.2 ) — ( 7.7 ) ( 9.5 ) — — ( 17.2 )

Shares issued 0.4 — 8.4 — — — 8.4

Equal exchange ( 0.4 ) 0.4 — — — — —

Balance, May 31, 2025

15.3 253.0 $ 2,263.6 $ 3,739.0 $ ( 401.2 ) $ 29.0 $ 5,630.4

Six months ended May 31, 2025

Balance, November 30, 2024

2 unchanged sentences

Net income attributable to non-controlling interests — — — 2.1 2.1

Other comprehensive loss, net of tax — — ( 33.4 ) ( 0.2 ) ( 33.6 )

Other comprehensive income, net of tax — — 90.0 1.1 91.1

Dividends — ( 120.8 ) — — ( 120.8 )

Stock-based compensation 29.6 — — — 29.6

2 unchanged sentences

Equal exchange ( 0.6 ) 0.6 — — — — —

Balance, February 28, 2025

Balance, May 31, 2025

15.3 253.0 $ 2,263.6 $ 3,739.0 $ ( 401.2 ) $ 29.0 $ 5,630.4

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

Net income attributable to noncontrolling interest is presented separately on the consolidated income statement.

Amounts from prior periods previously included in income from unconsolidated operations are reflected in net income attributable to noncontrolling interest.

The results of consolidated operations for the three-month period ended February 28, 2026 are not necessarily indicative of the results to be expected for the full year.

Net income attributable to noncontrolling interests is presented separately on the condensed consolidated income statement.

Amounts from prior periods previously included in Income from unconsolidated operations are reflected in Net income attributable to noncontrolling interests.

The results of consolidated operations for the six-month period ended May 31, 2026 are not necessarily indicative of the results to be expected for the full year.

Historically, our net sales, net income, and cash flow from operations have been lower in the first half of the fiscal year and higher in the second half of the fiscal year.

This historical increase in the second half of the year has largely been due to the consumer business cycle in the U.S., where customers typically purchase more of our products in the fourth quarter due to the Thanksgiving and Christmas holiday seasons.

This historical increase in the second half of the year has largely been due to the consumer business cycle in the United States (U.S.), where customers typically purchase more of our products in the fourth quarter due to the Thanksgiving and Christmas holiday seasons.

For further information, refer to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended November 30, 2025.

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

As of February 28, 2026 and November 30, 2025, the amounts due to suppliers participating in the SCF program and included in trade accounts payable were approximately $ 484.3 million and $ 332.1 million, respectively.

As of May 31, 2026 and November 30, 2025, the amounts due to suppliers participating in the SCF program and included in Trade accounts payable were approximately $ 314.9 million and $ 332.1 million, respectively.

On February 20, 2026, the U.S.

Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA) by the executive branch are not lawful.

On March 4, 2026, the Court of International Trade (CIT) ordered U.S.

Customs and Border Protection (CBP) to begin the refund process for all importers who were subject to IEEPA tariffs.

On April 20, 2026, CBP established an online portal through which companies can submit IEEPA tariff refund requests.

We submitted our refund request on April 28, 2026, for reimbursement in the amount of $ 30.8 million, reflecting the amount of IEEPA tariffs we determined were paid while such tariffs were in effect from February 2025 until February 2026.

We believe it is probable that we will recover the IEEPA tariffs previously paid and recorded a receivable of $ 30.8 million under the loss recovery accounting model.

During the three months ended May 31, 2026, we reduced cost of goods sold by $ 27.6 million, effectively reversing the IEEPA tariff expense previously recognized in connection with inventory sold to customers since the tariffs were enacted in the first quarter of 2025, and reduced the carrying value of inventory by $ 3.2 million.

Notwithstanding the foregoing, uncertainty remains regarding the ultimate outcome and timing of recovery of these refunds, and any anticipated refunds may be delayed, reduced, or denied.

The CIT order has been appealed by the U.S government, and

a successful appeal could delay, reduce or deny the funds described above.

To the extent we are unable to recover tariffs previously paid, our results of operations, cash flows, and financial condition could be adversely affected.

We will continue to monitor U.S.

tariff-related developments and any associated impacts on our consolidated financial statements.

Accounting Pronouncements Recently Adopted

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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 position and title of the chief operating decision maker.

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

The new standard requirements were effective for our annual period ending November 30, 2025 and are effective for 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 11.

We include significant segment expenses and the required disclosure about our CODM in Note 11.

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

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We have designated all hedge positions as of December 1, 2025 under the updated guidance, which 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.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid.

The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.

The guidance is effective for our fiscal year ending November 30, 2026.

The adoption of the new standard does not affect recognition or measurement in our consolidated financial statements.

In November 2024, the FASB issued ASU No.

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.

MERGERS AND ACQUISITIONS

Acquisitions are part of our strategy to increase sales and profits.

The acquisition described below was recorded as a business combination with the excess of total consideration over the estimated fair value of assets acquired and liabilities assumed recorded as goodwill.

The McCormick de Mexico and Jurado acquisitions described below were recorded as business combinations with the excess of total consideration over the estimated fair value of assets acquired and liabilities assumed recorded as goodwill.

McCormick de Mexico

On January 2, 2026, we completed the acquisition of 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.

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.

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As a result of the consolidation, the carrying value of our previously held 50 % ownership interest was remeasured to fair value resulting in a pre-tax and after-tax gain of $ 866.8 million which was recognized in Income from unconsolidated operations.

The gain represents the remeasurement of our previously held 50 % ownership interest over its carrying value at the date of acquisition, less $ 44.8 million previously recorded in Accumulated other comprehensive income primarily related to foreign currency translation adjustments.

The gain represents the remeasurement of our previously held 50 % ownership interest over its carrying value at the date of acquisition, less $ 44.8 million previously recorded in Accumulated other comprehensive loss primarily related to foreign currency translation adjustments.

The fair value of the previously held equity interest was estimated based on a valuation derived from estimated fair value assessments and assumptions.

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We estimated the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, and estimates made by management, which are subject to finalization.

The following is a summary of the preliminary allocation of the total consideration which we expect to be finalized during the fiscal year ending November 30, 2026 (in millions):

The following is a summary of the preliminary allocation as of May 31, 2026, of the total consideration which we expect to be finalized during the fiscal year ending November 30, 2026 (in millions):

Cash acquired $ 20.1

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We determined the carrying values of cash, trade receivables and payables, as well as certain other current and non-current assets and liabilities, represented the fair values.

The property, plant and equipment fair value was preliminarily estimated using the replacement cost method.

The property, plant and equipment fair value was estimated using the replacement cost method.

Inventories acquired consist of raw materials and finished goods inventory that were valued using a net realizable value approach, which resulted in a step-up of $ 15.0 million that was recognized in cost of goods sold as the related inventory was sold.

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The fair value of the reacquired right was estimated using the multi-period excess earnings method of the income approach.

The fair value of customer relationships was preliminarily estimated using the distributor method, a variation of the multi-purpose excess earnings method that uses distributor-based inputs for margins and contributory asset charges.

Some of the more significant assumptions inherent in developing the estimated fair values included the estimated annual net cash flows for each intangible asset (including net sales, operating profit margin, and working capital/contributory asset charges), the discount rate that appropriately reflects the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends, as well as other factors.

The fair value of customer relationships was estimated using the distributor method, a variation of the multi-purpose excess earnings method that uses distributor-based inputs for margins and contributory asset charges.

Some of the more significant assumptions inherent in developing the estimated fair values included the estimated annual net cash flows for each intangible asset (including net sales, operating profit margin, and working capital/contributory asset charges), a discount rate that appropriately reflects the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends, as well as other factors.

The assumptions used in the financial forecasts were determined using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, management plans, and market comparables.

2 unchanged sentences

Deferred tax liabilities primarily represent the expected future tax consequences of temporary differences between the fair value of the assets acquired and liabilities assumed and their tax bases.

The fair value of the noncontrolling interest was estimated based on a valuation derived from estimated fair value assessments and assumptions.

This valuation was based on the implied value derived from the consideration transferred for the additional 25 % ownership interest, adjusted for the control premium, and was supported by a market approach as well as an overall enterprise level discounted cash flow.

The fair value of the noncontrolling interest was estimated based on a valuation derived from estimated fair value assessments

and assumptions.

This valuation was based on the implied value derived from the consideration transferred for the additional

25 % ownership interest, adjusted for the control premium, and was supported by a market approach as well as an overall

enterprise level discounted cash flow.

During the second quarter, we recorded immaterial adjustments to provisional amounts recognized at the acquisition date.

The Company transacts in the ordinary course of business with Grupo Herdez, a related party that owns a 25 % noncontrolling interest in McCormick de Mexico.

Contractual arrangements with Grupo Herdez include payments from McCormick de Mexico for (i) supervision and strategic management services based on a percentage of net sales of products registered under the McCormick brand and (ii) exclusive distribution services, including invoicing to customers, based on a percentage of net sales.

For the three months ended February 28, 2026, McCormick de Mexico incurred expenses of $ 32.7 million related to transactions with Grupo Herdez.

As of February 28, 2026, accounts receivable included $ 228.8 million due from Grupo Herdez and accounts payable included $ 26.2 million due to Grupo Herdez.

Transaction and integration costs of $ 22.9 million were incurred during the three months ended February 28, 2026, of which $ 15.0 million were associated with the step-up of acquired inventory recognized in cost of goods sold.

For the three months ended February 28, 2026 McCormick de Mexico added $ 198.9 million to our net sales.

For the three and six months ended May 31, 2026, McCormick de Mexico incurred expenses of $ 34.1 million and $ 66.8 million, respectively, related to transactions with Grupo Herdez.

As of May 31, 2026, accounts receivable included $ 115.7 million due from Grupo Herdez and accounts payable included $ 15.4 million due to Grupo Herdez.

For the three and six months ended May 31, 2026, we paid a dividend to Grupo Herdez in the amount of $ 8.4 million.

For the three and six months ended May 31, 2026, McCormick de Mexico added $ 204.8 million and $ 403.7 million, respectively, to our net sales.

Supplemental Pro Forma Information

The following table presents unaudited supplemental pro forma consolidated net sales as if the McCormick de Mexico acquisition had occurred on December 1, 2024.

Three months ended

February 28, 2026

February 28, 2025

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

Net sales $ 1,936.6 $ 1,869.7 $ 3,897.1 $ 3,669.0

The unaudited supplemental pro forma consolidated net sales gives effect to actual revenues prior to the McCormick de Mexico acquisition, adjusted to exclude the elimination of intercompany transactions.

Other than the impact of the gain on remeasurement of previously held equity interest and transaction and integration costs (as discussed above), supplemental pro forma net earnings, assuming the McCormick de Mexico acquisition had occurred on December 1, 2024, would not be materially different from the results reported during the three months ended February 28, 2025 and 2026.

The unaudited pro forma information has been prepared for comparative purposes only, in accordance with the acquisition method of accounting, and is not necessarily indicative of the results of operations that would have occurred if the McCormick de Mexico acquisition had been completed on the date indicated, nor is it indicative of our future operating results.

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

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

The purchase price for Jurado was $ 38.1 million and 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.

Pending Merger with Unilever Foods Business

On March 31, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Unilever PLC (“Unilever”) to combine with the Unilever Foods business (“Unilever Foods”), a transaction that will create a global flavor leader in attractive and high-growth categories.

To facilitate the transaction, Unilever is expected to separate its Unilever Foods business, excluding its foods businesses in India, Nepal and Portugal, as well as its Lifestyle & Nutrition business, Buavita business and Lipton Ready-to-Drink business.

Under the terms of the Merger Agreement, we will issue voting and non-voting securities to Unilever shareholders and Unilever in the same proportion as is currently held by our shareholders.

The transactions contemplated by the Merger Agreement are expected to result in current Unilever shareholders owning approximately 55.1 % of the combined company, our current shareholders owning approximately 35.0 % of the combined company, and Unilever retaining up to approximately 9.9 % of the total outstanding equity of the combined company, assuming Unilever does not elect to dispose of such interest to its shareholders in accordance with the Merger Agreement.

Unilever will also receive a one-time $ 15.7 billion cash payment, subject to certain adjustments.

The distribution of shares of Unilever Foods to Unilever’s shareholders and the pending transaction, taken together, are intended to qualify as a Reverse Morris Trust transaction that is generally tax-free to Unilever’s shareholders for U.S.

federal income tax purposes, except to the extent that cash is paid to Unilever’s shareholders in lieu of fractional shares or Unilever elects to sell all or substantially all of the Unilever Foods assets operated in the United States to

McCormick or a subsidiary of McCormick in a transaction that is taxable for U.S.

federal income tax purposes (the "U.S.

Asset Sale Election").

The pending transaction is subject to the satisfaction or waiver of customary closing conditions, including the receipt of our shareholders' approval, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, obtaining certain other consents, authorizations, orders or approvals from governmental authorities, including certain other antitrust and any foreign investment approvals, and the effectiveness of a registration statement on Form S-4 to be filed by us.

We and Unilever each have termination rights under the Merger Agreement.

A termination fee of $ 420 million may be payable by us to Unilever, upon termination of the Merger Agreement under specified circumstances, each as more fully described in the Merger Agreement.

In connection with the execution of the Merger Agreement, we entered into a commitment letter on March 31, 2026 (the "Bridge Commitment Letter") with Citigroup Global Markets Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., (the "Commitment Parties") pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, a 364-day senior unsecured bridge term loan credit facility (the "Bridge Facility") in an aggregate principal amount of up to $ 15.7 billion.

See Note 4 for more information on the Bridge Facility.

The Bridge Commitment Letter also contemplates that we will seek to obtain permanent financing in the form of senior unsecured notes and/or senior unsecured term loans prior to the closing of the Merger (collectively, the “Permanent Financing”).

Commitments under the Bridge Facility will be reduced by the amount of any Permanent Financing as well as the proceeds of certain asset sales and certain other events.

The receipt of financing by us is not a condition to our obligation to consummate the pending transaction.

SPECIAL CHARGES

The following is a summary of special charges, including transaction and integration expenses, recognized in the three months ended February 28, 2026 and February 28, 2025 (in millions):

Three months ended

February 28, 2026 February 28, 2025

The following is a summary of Special charges, by income statement line item, recognized in the three and six months ended May 31, 2026 and May 31, 2025 (in millions):

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

Transaction and integration expenses $ 57.6 $ 0.8 $ 65.5 $ 0.8

Employee severance and related benefits 1.8 11.4 18.0 11.4

Other costs 0.6 0.6 1.6 0.6

Transaction and integration expenses 7.9 —

Special charges $ 60.0 $ 12.8 $ 85.1 $ 12.8

Inventory step-up included in Cost of goods sold — — 15.0 —

Total special charges $ 40.1 $ —

The following is a summary of special charges, including transaction and integration expenses, by business segment for the three months ended February 28, 2026 and 2025 (in millions):

Three months ended

February 28, 2026 February 28, 2025

Consumer segment $ 32.7 $ —

Flavor Solutions segment 7.4 —

Transaction expenses included in Interest expense $ 6.8 — 6.8 $ —

Total Special charges $ 66.8 $ 12.8 $ 106.9 $ 12.8

Special Charges

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

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Expenses associated with any 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.

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

During the three months ended February 28, 2026, we recorded $ 16.2 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions approved by our Management Committee, and $ 1.0 million associated with other actions.

As of February 28, 2026 and November 30, 2025, reserves associated with special charges of $ 16.2 million and $ 4.7 million, respectively, are included in "Other accrued liabilities" in our consolidated balance sheet.

Included in special charges are transaction and integration costs incurred in conjunction with acquisitions.

Transaction and Integration Expenses

During the three months ended February 28, 2026, we recorded $ 22.9 million of transaction and integration expenses related to our acquisition of McCormick de Mexico, as more fully discussed in Note 2, which includes the step-up of acquired inventory recognized in cost of goods sold of $ 15.0 million and transaction and integration costs of $ 7.9 million recognized in special charges.

During the three months ended May 31, 2026, we recorded $ 57.6 million of transaction and integration expenses primarily related to our pending merger with Unilever Foods announced on March 31, 2026, as discussed in Note 2.

These charges were incurred to directly support due diligence, deal execution and integration activities, and are primarily comprised of banking, legal, and consulting fees.

Additional transaction costs of $ 6.8 million were recognized in Interest expense related to the amortization of debt financing fees associated with our pending merger with Unilever Foods.

The following transaction and integration expenses recorded in 2026 relate to the pending Merger Agreement with Unilever Foods (in millions) for the three and six month periods ended:

Transaction and integration expenses in Special charges $ 57.4

Transaction expenses included in Interest expense $ 6.8

Total Special charges related to the pending Unilever transaction $ 64.2

During the six months ended May 31, 2026, we recorded $ 65.5 million of transaction and integration expenses including $ 57.4 million related to our pending merger with Unilever Foods which is described above and $ 8.1 million related to our acquisition of McCormick de Mexico that closed on January 2, 2026, as discussed in Note 2.

We also recorded $ 15.0 million in Cost of goods sold related to the step-up of acquired inventory related to the acquisition of McCormick de Mexico.

During the three and six months ended May 31, 2025, we recorded $ 0.8 million of transaction and integration costs related to the acquisition of Jurado, described in Note 2, which was primarily comprised of transaction costs.

Employee Severance and Related Benefits

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

During the three months ended May 31, 2026, we recorded $ 1.8 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $ 0.6 million associated with other actions.

During the six months ended May 31, 2026, we recorded $ 18.0 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $ 1.6 million associated with other actions.

During the three and six months ended May 31, 2025, we recorded $ 11.4 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $ 0.6 million associated with other actions.

As of May 31, 2026 and November 30, 2025, special charges of $ 8.6 million and $ 4.7 million, respectively, are included in Other accrued liabilities in our consolidated balance sheet.

FINANCING ARRANGEMENTS AND FINANCIAL INSTRUMENTS

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The net proceeds received from the issuances of these notes of $ 497.1 million were used to repay a portion of the outstanding $ 500 million 0.90 % notes due in February 2026.

In March 2026, we entered into the Bridge Commitment Letter in connection with the financing of the pending transaction with Unilever Foods, pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, the Bridge Facility an aggregate principal amount of up to $ 15.7 billion to fund the cash consideration required for the pending transaction.

We paid $ 51.0 million of debt financing fees related to the transaction which were deferred in Other assets and are being amortized to Interest expense.

We recognized $ 6.8 million of interest expense for the three and six months ended May 31, 2026.

Effective April 28, 2026, we terminated $ 2.0 billion of the commitments under the Bridge Facility and entered into a term loan agreement as described below, subject to customary closing conditions for similar facilities.

In April 2026, we entered into a term loan agreement (the "Term Loan Agreement") by and among us, the lenders party thereto and Citibank, N.A., as administrative agent (the "Administrative Agent").

The Term Loan Agreement provides us with the ability to borrow up to $ 2.0 billion (the "Term Loan Facility") at the closing of the pending merger with Unilever Foods (the "Closing Date"), subject to satisfaction of customary closing conditions for similar facilities, for the purpose of financing a

portion of the cash consideration to be paid in the pending transaction and paying related fees and expenses in connection therewith.

The Term Loan Facility may be funded on the Closing Date or, subject to compliance with certain conditions, on the preceding business day, and matures three years after the Closing Date.

Under the Term Loan Agreement, borrowings will bear interest on the principal amount outstanding at a floating rate based on, at our election, (i) Term SOFR (as defined in the Term Loan Agreement) plus an applicable margin based on the credit ratings of our senior unsecured long term debt ranging from 0.75 % to 1.50 % or (ii) Base Rate (as defined in the Term Loan Agreement) plus an applicable margin based on the credit ratings of our senior unsecured long term debt ranging from 0.00 % to 0.50 %.

The Term Loan Agreement contains a financial covenant requiring us to maintain a minimum interest coverage ratio as well as other non-financial covenants and certain customary events of default.

As of May 31, 2026, we are in compliance with all debt covenants.

Derivative Financial Instruments

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We are potentially exposed to foreign currency fluctuations affecting net investments in subsidiaries, transactions (both third-party and intercompany), and earnings denominated in foreign currencies.

We assess foreign currency risk based on transactional cash flows and translational volatility and may enter into forward contract and currency swaps with highly-rated financial institutions to reduce fluctuations in the long or short currency positions.

The following is a summary of the notional amounts of outstanding foreign currency exchange contracts as of February 28, 2026 and November 30, 2025 (in millions):

February 28, 2026 November 30, 2025

We assess foreign currency risk based on transactional cash flows and translational volatility and may enter into forward contracts and currency swaps with highly-rated financial institutions to reduce fluctuations in the long or short currency positions.

The following is a summary of the notional amounts of outstanding foreign currency exchange contracts as of May 31, 2026 and November 30, 2025 (in millions):

May 31, 2026 November 30, 2025

Fair value hedges $ 672.9 $ 877.3

4 unchanged sentences

However, certain cash flow hedges are de-designated at the anticipated transaction date and subsequently marked-to-market through earnings until maturity.

For the three months ended February 28, 2026, derivatives not designated as hedging instruments consisted primarily of foreign exchange contracts.

Foreign exchange contracts not designated as hedging instruments resulted in a net loss of $ 2.7 million, recognized in cost of goods sold, reflecting the effect of exchange rate movements associated with purchases denominated in U.S.

For the six months ended May 31, 2026, derivatives not designated as hedging instruments consisted primarily of foreign exchange contracts.

Foreign exchange contracts not designated as hedging instruments resulted in a net gain of $ 3.3 million and $ 0.6 million in the three and six months ended May 31, 2026, respectively, recognized in Cost of goods sold, reflecting the effect of exchange rate movements associated with purchases denominated in U.S.

The fair value and cash flow hedges were designated as hedges of foreign currency denominated assets or liabilities or hedges of anticipated purchases denominated in a foreign currency.

1 unchanged sentence

All foreign currency exchange contracts generally have durations of less than 18 months.

At February 28, 2026, $ 278.0 million of notional contracts had an initial duration of less than one month and are used to hedge short-term cash flow funding.

Contracts which are designated as hedges of foreign currency denominated assets are considered fair value hedges.

At May 31, 2026, $ 205.7 million of notional contracts had an initial duration of less than one month and are used to hedge short-term cash flow funding.

Contracts which are designated as hedges of foreign currency denominated assets are accounted for as fair value hedges.

These foreign currency exchange contracts manage both exposure to currency fluctuations in certain intercompany loans between subsidiaries as well as currency exposure to third-party non-functional currency assets or liabilities.

1 unchanged sentence

Contracts which are designated as hedges of anticipated purchases denominated in a foreign currency (generally purchases of inventory in U.S.

dollars by operating units outside the U.S.) are considered cash flow hedges.

dollars by operating units outside the U.S.) are accounted for as cash flow hedges.

The gains and losses on these contracts are deferred in accumulated other comprehensive income until the hedged item is recognized in cost of goods sold, at which time the net amount deferred in accumulated other comprehensive income is also recognized in cost of goods sold.

Contracts which are not designated as hedging instruments are marked-to-market, with changes in unrealized gain or loss recorded in earnings.

Contracts which are not designated as hedging instruments are marked-to-market, with changes in unrealized gain or loss recognized in earnings.

We also utilize cross currency interest rate swap contracts that are designated as net investment hedges.

8 unchanged sentences

With the exception of soybean oil, we generally do not use derivatives to manage price volatility.

We utilize commodity contracts, including commodity futures, options, and over-the counter (OTC) swaps to manage price risk for soybean oil.

We utilize commodity contracts, including commodity futures, options, and over-the counter swaps to manage price risk for soybean oil.

These commodity contracts are designated as cash flow hedges.

6 unchanged sentences

location Notional

As of February 28, 2026

As of May 31, 2026

Derivatives designated as hedging instruments

Interest rate contracts Other current

assets / Other long-term assets $ — $ — Other accrued

liabilities / Other long-term liabilities $ 500.0 $ 18.6

Interest rate contracts Other current assets / Other long-term assets

$ — $ — Other accrued liabilities / Other long-term liabilities

$ 500.0 $ 23.7

Foreign exchange contracts Other current

assets 597.0 9.5 Other accrued

liabilities 451.8 6.9

Cross currency contracts Other current assets / Other long-term assets 247.9 3.8 Other accrued liabilities / Other long-term liabilities 782.5 23.2

Commodity contracts Other current assets / Other long-term assets 240.7 34.3 Other accrued liabilities / Other long-term liabilities 103.4 7.5

assets 535.7 4.5 Other accrued liabilities 323.9 1.1

Cross currency contracts Other current assets / Other long-term assets

506.8 4.7 Other accrued liabilities / Other long-term liabilities

Commodity contracts Other current assets / Other long-term assets

228.2 72.6 Other accrued liabilities / Other long-term liabilities

Derivatives not designated as hedging instruments

Foreign exchange contracts Other current

assets 8.6 0.1 Other accrued

liabilities 64.1 6.2

Foreign exchange contracts Other current assets 10.2 0.3 Other accrued liabilities 59.1 $ 3.2

Total $ 82.1 $ 64.7

1 unchanged sentence

Derivatives designated as hedging instruments

Interest rate contracts Other current

assets / Other long-term assets $ — $ — Other accrued

liabilities / Other long-term liabilities $ 500.0 $ 20.8

Foreign exchange contracts Other current

assets 894.6 6.5 Other accrued

liabilities 123.6 0.7

Cross currency contracts Other current

assets / Other long-term assets 500.8 8.5 Other long-term liabilities 511.1 18.1

Interest rate contracts Other current assets / Other long-term assets

$ — $ — Other accrued liabilities / Other long-term liabilities

$ 500.0 $ 20.8

Foreign exchange contracts Other current assets 894.6 6.5 Other accrued liabilities 123.6 0.7

Cross currency contracts Other current assets / Other long-term assets

500.8 8.5 Other accrued liabilities / Other long-term liabilities

Total $ 15.0 $ 39.6

The following tables disclose the impact of derivative instruments on our other comprehensive income (OCI), accumulated other comprehensive income (AOCI), and our consolidated income statement for the three months ended February 28, 2026 and 2025 (in millions):

The following tables disclose the impact of derivative instruments on our other comprehensive income (OCI), accumulated other comprehensive income (AOCI), and our consolidated income statement for the three and six months ended May 31, 2026 and 2025 (in millions):

Fair Value Hedges

1 unchanged sentence

location Expense

Three months ended February 28, 2026 Three months ended February 28, 2025

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

Interest rate contracts Interest expense $ 2.0 $ 3.6 $ 4.0 $ 7.3

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

Derivative Three months ended February 28, 2026 Three months ended February 28, 2025 Hedged item Three months ended February 28, 2026 Three months ended February 28, 2025

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

Derivative 2026 2025 Hedged item 2026 2025

Three months ended May 31,

Foreign exchange contracts Other income, net $ 4.0 $ ( 17.4 ) Intercompany loans Other income, net $ ( 5.0 ) $ 17.8

Six months ended May 31,

Foreign exchange contracts Other income, net $ 4.9 $ ( 17.9 ) Intercompany loans Other income, net $ ( 6.7 ) $ 17.2

Cash Flow Hedges

2 unchanged sentences

reclassified from AOCI

Derivative Three months ended February 28, 2026 Three months ended February 28, 2025 Three months ended February 28, 2026 Three months ended February 28, 2025

Interest rate contracts $ — $ — Interest

expense $ ( 0.1 ) $ ( 0.1 )

Derivative 2026 2025 2026 2025

Three months ended May 31,

Interest rate contracts $ — $ — Interest expense $ ( 0.1 ) $ ( 0.2 )

Foreign exchange contracts 0.6 ( 2.2 ) Cost of goods sold ( 0.4 ) 0.7

1 unchanged sentence

Total $ 32.5 $ ( 2.2 ) $ ( 5.3 ) $ 0.5

As of February 28, 2026, the net amount of accumulated other comprehensive loss associated with all cash flow, settled interest rate cash flow hedge derivatives, and commodity contracts expected to be reclassified in the next 12 months is a $ 1.7 million decrease to earnings.

Six months ended May 31,

Interest rate contracts $ — $ — Interest expense $ ( 0.2 ) $ ( 0.3 )

Foreign exchange contracts ( 1.2 ) ( 3.0 ) Cost of goods sold 0.2 0.6

Commodity contracts 65.5 — Cost of goods sold ( 6.3 ) —

Total $ 64.3 $ ( 3.0 ) $ ( 6.3 ) $ 0.3

As of May 31, 2026, the net amount of Accumulated other comprehensive loss associated with all cash flow, settled interest rate cash flow hedge derivatives, and commodity contracts expected to be reclassified in the next 12 months is a $ 48.6 million increase to earnings.

Net Investment Hedges

1 unchanged sentence

location Gain excluded from the assessment of hedge effectiveness

Derivative Three months ended February 28, 2026 Three months ended February 28, 2025 Three months ended February 28, 2026 Three months ended February 28, 2025

Derivative 2026 2025 2026 2025

Three months ended May 31,

Cross currency contracts $ 6.2 $ ( 44.2 ) Interest expense $ 2.0 $ 2.3

Six months ended May 31,

Cross currency contracts $ ( 3.2 ) $ ( 36.1 ) Interest expense $ 4.0 4.8

For all net investment hedges, no amounts have been reclassified out of accumulated other comprehensive loss.

6 unchanged sentences

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

Under the terms of the arrangement, we act as the collecting agent on behalf of the financial institution for sold receivables of $ 390.0 million and $ 430.0 million as of February 28, 2026 and November 30, 2025, respectively.

As collecting agent, we had $ 39.8 million and $ 45.4 million of cash collected that was not yet remitted to the third-party financial institution as of February 28, 2026 and November 30, 2025, respectively.

Under the terms of the arrangement, we act as the collecting agent on behalf of the financial institution for sold receivables of $ 406.1 million and $ 430.0 million as of May 31, 2026 and November 30, 2025, respectively.

As collecting agent, we had $ 36.1 million and $ 45.4 million of cash collected that was not yet remitted to the third-party financial institution as of May 31, 2026 and November 30, 2025, 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 for the three months ended February 28, 2026 and 2025.

For the three and six months ended May 31, 2026, the incremental costs of the receivable sale program totaled $ 4.7 million and $ 8.9 million, respectively, and were recognized as a reduction of Net sales.

For the three and six months ended May 31, 2025, the incremental costs of the receivable sale program totaled $ 4.1 million and $ 8.0 million, respectively.

FAIR VALUE MEASUREMENTS

5 unchanged sentences

These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs that reflect the reporting entity’s own assumptions.

At February 28, 2026 and November 30, 2025, we had no financial assets or liabilities that were subject to a level 3 fair value measurement.

Unobservable inputs that reflect management's own assumptions.

At May 31, 2026 and November 30, 2025, we had no financial assets or liabilities that were subject to a level 3 fair value measurement.

Our population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows (in millions):

February 28, 2026

Fair Value Level 1 Level 2

1 unchanged sentence

Insurance contracts 132.4 — 132.4

Bonds and money market fund 7.5 7.5 —

Bonds and money market fund investments 5.4 5.4 —

Foreign currency derivatives 4.5 — 4.5

11 unchanged sentences

Insurance contracts 131.0 — 131.0

Bonds and money market fund 1.9 1.9 —

Bonds and money market fund investments 1.9 1.9 —

Foreign currency derivatives 6.5 — 6.5

5 unchanged sentences

Total $ 39.6 $ — $ 39.6

At February 28, 2026 and November 30, 2025, the carrying amounts of cash, interest rate derivatives, foreign currency derivatives, cross currency contracts, commodity contracts, insurance contracts, and bonds and money market fund investments were 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.

At May 31, 2026 and November 30, 2025, the carrying amounts of cash and cash equivalents, interest rate derivatives, foreign currency derivatives, cross currency contracts, commodity contracts, insurance contracts, and bonds and money market fund investments were equal to their respective fair values.

Because of their short-term nature, the amounts reported in the balance sheet for cash and cash equivalents, trade accounts 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 money market fund investments are comprised of fixed income and equity securities held for certain non-qualified U.S.

Insurance contracts and 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.

2 unchanged sentences

The following table sets forth the carrying amounts and fair values of our long-term debt including the current portion thereof (in millions):

February 28, 2026 November 30, 2025

May 31, 2026 November 30, 2025

Carrying amount $ 3,606.9 $ 3,614.9

12 unchanged sentences

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.

The following table presents the components of our pension (income) and other postretirement benefits expense for the three months ended February 28, 2026 and 2025 (in millions):

Although our defined benefit plans in the U.S., United Kingdom (UK), 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.

The following table presents the components of our pension (income) and other postretirement benefits expense for the three and six months ended May 31, 2026 and 2025 (in millions):

United States pension International pension Other postretirement benefits

2026 2025 2026 2025 2026 2025

Three months ended May 31,

Service cost $ 0.3 $ 0.4 $ 0.1 $ 0.1 $ 0.2 $ 0.2

3 unchanged sentences

Amortization of net actuarial losses (gains) 0.3 0.3 ( 0.1 ) ( 0.1 ) ( 0.5 ) ( 0.7 )

Total (income) expense $ 0.4 $ 0.4 $ ( 0.9 ) $ ( 0.8 ) $ 0.1 $ —

During the three months ended February 28, 2026 and 2025, we contributed $ 2.1 million and $ 1.8 million, respectively, to our pension plans.

Total expense (income) $ 0.4 $ 0.4 $ ( 0.9 ) $ ( 0.9 ) $ 0.1 $ 0.1

Six months ended May 31,

Service cost $ 0.7 $ 0.8 $ 0.3 $ 0.3 $ 0.4 $ 0.4

Interest costs 17.8 17.8 5.3 5.0 1.0 1.1

Expected return on plan assets ( 18.4 ) ( 18.6 ) ( 7.4 ) ( 7.0 ) — —

Amortization of prior service costs 0.2 0.2 0.1 0.1 ( 0.1 ) ( 0.1 )

Amortization of net actuarial losses (gains) 0.5 0.6 ( 0.1 ) ( 0.1 ) ( 1.1 ) ( 1.3 )

Total expense (income) $ 0.8 $ 0.8 $ ( 1.8 ) $ ( 1.7 ) $ 0.2 $ 0.1

During the six months ended May 31, 2026 and 2025, we contributed $ 4.0 million and $ 3.7 million, respectively, to our pension plans.

Total contributions to our pension plans in fiscal year 2025 were $ 9.2 million.

All of the amounts in the tables above for pension (income) and other postretirement benefits expense, other than service cost, were included in Other income, net within our consolidated income statements.

The net aggregate amount of pension and other postretirement benefits income, excluding service cost components, was $( 1.2 ) million and $( 1.2 ) million for the three months ended February 28, 2026 and 2025, respectively.

The net aggregate amount of pension and other postretirement benefits income, excluding service cost components, was $( 1.0 ) million and $( 1.1 ) million for the three months

ended May 31, 2026 and 2025, respectively, and $( 2.2 ) million and $( 2.3 ) million for the six months ended May 31, 2026 and 2025, respectively.

STOCK-BASED COMPENSATION

2 unchanged sentences

The following table sets forth the stock-based compensation expense recorded in Selling, general and administrative (SG&A) expense (in millions):

Three months ended

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

Stock-based compensation expense $ 8.6 $ 9.6 $ 29.3 $ 29.6

2 unchanged sentences

Stock awarded under our LTPP vest ratably over a three-year period.

The following is a summary of our stock option activity for the three months ended February 28, 2026 and 2025:

The following is a summary of our stock option activity for the six months ended May 31, 2026 and 2025:

(shares in millions) Number

6 unchanged sentences

Exercisable at end of the period 4.9 $ 75.12 4.9 $ 72.83

As of February 28, 2026, the intrinsic value (the difference between the exercise price and the market price) for all options outstanding was $ 22.8 million and for options currently exercisable was $ 22.2 million.

The total intrinsic value of all options exercised during the three months ended February 28, 2026 and February 28, 2025 was $ 4.6 million and $ 3.3 million, respectively.

The following is a summary of our RSU activity for the three months ended February 28, 2026 and 2025:

As of May 31, 2026, there is no intrinsic value (the difference between the exercise price and the market price) for options outstanding and options currently exercisable.

The total intrinsic value of all options exercised during the six months ended May 31, 2026 and May 31, 2025 was $ 4.7 million and $ 8.2 million, respectively.

The following is a summary of our RSU activity for the six months ended May 31, 2026 and 2025:

(shares in thousands) Number

7 unchanged sentences

Outstanding at end of period 1,030 $ 66.84 802 $ 72.82

The following is a summary of our LTPP activity for the three months ended February 28, 2026 and 2025:

The following is a summary of our LTPP activity for the six months ended May 31, 2026 and 2025:

(shares in thousands) Number

7 unchanged sentences

Outstanding at end of period 562 $ 72.01 475 $ 79.97

Income tax expense for the three months ended February 28, 2026 was not impacted by discrete tax items.

Income tax expense for the three months ended February 28, 2025 included $ 5.2 million of net discrete tax benefits consisting principally of $ 5.0 million net tax benefit resulting from the revaluation of deferred taxes associated with enacted legislation.

Other than additions for current year tax positions, there we re no significant changes to unrecognized tax benefits during the three months ended February 28, 2026.

As of February 28, 2026, we believe the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to our consolidated financial statements.

Income tax expense for the three and six months ended May 31, 2026 included $ 7.6 million of net discrete tax benefits consisting principally of the following:

(i) $ 4.2 million of tax benefit associated with the reversal of a deferred tax liability related to the reassessment of a permanent reinvestment assertion, (ii) $ 3.0 million of tax benefit associated with the adjustment of a valuation allowance, and (iii) $ 1.2 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S.

jurisdiction.

Income tax expense for the three months ended May 31, 2025 included $ 2.4 million of net discrete tax benefits consisting principally of a $ 1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S.

jurisdiction and $ 0.9 million of excess tax benefits associated with stock compensation.

Income tax expense for the six months ended May 31, 2025 included $ 7.6 million of net discrete tax benefits consisting principally of the following:

(i) $ 5.0 million net tax benefit resulting from the revaluation of deferred taxes associated with enacted legislation, (ii) $ 1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S.

jurisdiction, and (iii) $ 1.2 million of excess tax benefits associated with stock compensation.

Other than additions for current year tax positions and the discrete tax benefit associated with unrecognized tax benefits, as previously described, there were no significant changes to unrecognized tax benefits during the six months ended May 31, 2026.

As of May 31, 2026, we believe the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to our consolidated financial statements.

CAPITAL STOCK AND EARNINGS PER SHARE

The following table sets forth the reconciliation of average shares outstanding (in millions):

Three months ended

February 28, 2026 February 28, 2025

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

Average shares outstanding – basic 269.2 268.6 269.0 268.5

3 unchanged sentences

The following table sets forth the stock options and RSUs that were not considered in our earnings per share calculation since they were anti-dilutive (in millions):

Three months ended

February 28, 2026 February 28, 2025

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

Anti-dilutive securities 5.3 2.6 4.7 2.4

The following table sets forth common stock activity (in millions):

Three months ended February 28,

Three months ended May 31,

Six months ended May 31,

2026 2025 2026 2025

Shares issued under stock options, RSUs, LTPP, and employee stock purchase plans 0.2 0.4 0.8 0.7

Shares repurchased under the stock repurchase program and shares withheld for taxes under stock options, RSUs, and LTPP 0.1 0.2 0.4 0.5

As of February 28, 2026, $ 403 million remained of the $ 600 million share repurchase program authorization approved by our Board of Directors in November 2019.

As of May 31, 2026, $ 403 million remained of the $ 600 million share repurchase program authorization approved by our Board of Directors in November 2019.

ACCUMULATED OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO McCORMICK

The following table sets forth the components of accumulated other comprehensive income (loss), net of tax, where applicable (in millions):

February 28, 2026 November 30, 2025

May 31, 2026 November 30, 2025

Foreign currency translation adjustment (1)

4 unchanged sentences

Accumulated other comprehensive loss attributable to McCormick $ ( 161.4 ) $ ( 363.1 )

(1) During the three months ended February 28, 2026, the foreign currency translation adjustment of accumulated other comprehensive loss decreased on a net basis by $ 196.4 million, inclusive of $ 9.4 million of unrealized losses associated with net investment hedges and $ 40.6 million of foreign currency translation loss associated with our prior 50 % ownership interest in McCormick de Mexico that was reclassified from accumulated other comprehensive loss as more fully described in Note 2.

(1) During the six months ended May 31, 2026, the foreign currency translation adjustment of Accumulated other comprehensive loss decreased on a net basis by $ 169.2 million, inclusive of $ 3.2 million of unrealized losses associated with net investment hedges and $ 40.6 million of foreign currency translation loss associated with our prior 50 % ownership interest in McCormick de Mexico that was reclassified from Accumulated other comprehensive loss as more fully described in Note 2.

Net investment hedges are more fully described in Note 4.

(2) During the three months ended February 28, 2026, the unrealized net gain on cash flow hedges increased on a net basis by $ 19.1 million, inclusive of $ 4.2 million unrealized net loss on cash flow hedges associated with our prior 50 % ownership interest in McCormick de Mexico that was reclassified from accumulated other comprehensive loss as more fully described in Note 2.

(2) During the six months ended May 31, 2026, the unrealized net gain on cash flow hedges increased on a net basis by $ 33.8 million, inclusive of $ 4.2 million unrealized net loss on cash flow hedges associated with our prior 50 % ownership interest in McCormick de Mexico that was reclassified from Accumulated other comprehensive loss as more fully described in Note 2.

Cash flow hedges are more fully described in Note 4.

The following table sets forth the amounts reclassified from accumulated other comprehensive income (loss) and into consolidated net income (in millions):

Three months ended Affected Line Items in the Condensed Consolidated Income Statement

February 28, 2026 February 28, 2025

Three months ended May 31, Six months ended May 31, Affected Line Items in the Condensed Consolidated Income Statement

2026 2025 2026 2025

(Gains)/losses on cash flow hedges:

18 unchanged sentences

Net, after tax $ — $ — $ 44.8 $ —

(1) This accumulated other comprehensive income (loss) component is included in the computation of total pension (income) and other postretirement benefits expense (refer to Note 6 for additional details).

(1) This accumulated other comprehensive income (loss) component is included in the computation of total pension (income) and other postretirement benefits expense.

Refer to Note 6 for additional details.

BUSINESS SEGMENTS

16 unchanged sentences

(in millions)

Three months ended February 28, 2026

Three months ended May 31, 2026

Net sales $ 1,142.7 $ 793.9 $ 1,936.6

Cost of goods sold $ 614.7 $ 543.7 $ 1,158.4

SG&A expense $ 311.1 $ 130.7 $ 441.8

Operating income excluding special charges $ 216.9 $ 119.5 $ 336.4

Three months ended May 31, 2025

Net sales $ 930.6 $ 728.9 $ 1,659.5

Cost of goods sold $ 520.7 $ 516.0 $ 1,036.7

SG&A expense $ 246.3 $ 117.9 $ 364.2

Operating income excluding special charges $ 163.6 $ 95.0 $ 258.6

Six months ended May 31, 2026

Net sales $ 2,287.7 $ 1,522.8 $ 3,810.5

Cost of goods sold excluding special charges $ 1,253.5 $ 1,054.9 $ 2,308.4

1 unchanged sentence

Operating income excluding special charges $ 396.5 $ 207.5 $ 604.0

Income from unconsolidated operations excluding gain on remeasurement of previously held equity interest 15.8 3.4 19.2

Three months ended February 28, 2025

Six months ended May 31, 2025

Net sales $ 1,849.8 $ 1,415.2 $ 3,265.0

1 unchanged sentence

SG&A expense $ 505.0 $ 238.0 $ 743.0

Operating income 146.7 78.5 225.2

Income from unconsolidated operations 15.9 2.6 18.5

A reconciliation of cost of goods sold excluding special charges, operating income excluding special charges and income from unconsolidated operations excluding gain on remeasurement of previously held equity interest to cost of goods sold, operating income, and income from unconsolidated operations or the three months ended February 28, 2026 is as follows (in millions):

Operating income excluding special charges $ 310.3 $ 173.5 $ 483.8

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 the three and six months ended May 31, 2026 is as follows (in millions):

Consumer Flavor Solutions Total

Three months ended February 28, 2026

Three months ended May 31, 2026

Operating income excluding special charges $ 216.9 $ 119.5 $ 336.4

Special charges 60.0

Operating income $ 276.4

Three months ended May 31, 2025

Operating income excluding special charges $ 163.6 $ 95.0 $ 258.6

Special charges 12.8

Operating income $ 245.8

Six months ended May 31, 2026

Cost of goods sold excluding special charges $ 1,253.5 $ 1,054.9 $ 2,308.4

4 unchanged sentences

Operating income $ 503.9

Income from unconsolidated operations excluding gain on remeasurement of previously held equity interest $ 15.8 $ 3.4 $ 19.2

Gain on remeasurement of previously held equity interest $ 780.1 $ 86.7 $ 866.8

Income from unconsolidated operations $ 795.9 $ 90.1 $ 886.0

In the preceding table, special charges (including transaction and integration costs) for the three months ended February 28, 2026 include $ 15.0 million associated with the step-up of acquired inventory recognized in cost of goods sold.

There were no special charges during the three months ended February 28, 2025.

Total segment operating income as disclosed in the preceding tables represents our consolidated operating income.

Six months ended May 31, 2025

Operating income excluding special charges $ 310.3 $ 173.5 $ 483.8

Special charges 12.8

Operating income $ 471.0

The preceding table provides a reconciliation of our segment operating income excluding special charges to our consolidated operating income.

The reconciliation of that operating income to income from consolidated operations before income taxes, which includes interest expense and other income, net is presented on the consolidated income statement.

The following table sets forth our net sales, by geographic area, for the three months ended February 28, 2026 and 2025 (in millions):

Americas EMEA APAC Total

Three months ended February 28, 2026

$ 1,339.6 $ 335.7 $ 198.6 $ 1,873.9

Three months ended February 28, 2025

Geographic Area

The following table sets forth our net sales, by geographic area, for the three and six months ended May 31, 2026 and 2025 (in millions):

Three months ended May 31, Six months ended May 31,

2026 2025 2026 2025

SUBSEQUENT EVENT

Plan of Merger with Unilever Foods Business

To facilitate the transaction, Unilever is expected to separate its Unilever Foods business, excluding its foods businesses in India, Nepal and Portugal.

Under the terms of the Merger Agreement, we will issue voting and non-voting securities to Unilever shareholders and Unilever in the same proportion as is currently held by our shareholders.

The transactions contemplated by the Merger Agreement are expected to result in current Unilever shareholders owning approximately 55.1 % of the combined company, our current shareholders owning approximately 35.0 % of the combined company, and Unilever retaining approximately 9.9 % of the total outstanding equity of the combined company, assuming Unilever does not elect to dispose of such interest to its shareholders in accordance with the Merger Agreement.

Unilever will also receive a one-time $ 15.7 billion cash payment, subject to certain adjustments.

The distribution of shares of Unilever Foods to Unilever’s shareholders and the proposed transaction, taken together, are intended to qualify as a Reverse Morris Trust transaction that is generally tax-free to Unilever’s shareholders for U.S.

federal income tax purposes (the "U.S.

Asset Sale Election").

The proposed transaction is subject to the satisfaction or waiver of customary closing conditions, including the receipt of our shareholders' approval, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, obtaining certain other consents, authorizations, orders or approvals from governmental authorities, including certain other antitrust and any foreign investment approvals, and the effectiveness of a registration statement on Form S-4 to be filed by us.

We and Unilever each have termination rights under the Merger Agreement.

A termination fee may be payable by us to Unilever, upon termination of the Merger Agreement under specified circumstances, each as more fully described in the Merger Agreement.

In connection with the execution of the Merger Agreement, we entered into a commitment letter on March 31, 2026 (the "Bridge Commitment Letter") with Citigroup Global Markets Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc., pursuant to which such parties committed to provide, subject to the satisfaction of customary conditions, a 364-day senior unsecured bridge term loan credit facility (the "Bridge Facility") in an aggregate principal amount of up to $ 15.7 billion.

See “Bridge Commitment Letter and Financing Arrangements” below for more information on our Bridge Commitment.

Bridge Commitment Letter and Financing Arrangements

In connection with the execution of the Merger Agreement, on March 31, 2026, we entered into a commitment letter (the "Bridge Commitment Letter") with Citigroup Global Markets Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc.

(the "Commitment Parties"), pursuant to which the Commitment Parties have agreed, subject to the terms and conditions set forth therein, to provide us with certain committed financing in order to fund all or a portion of the consideration payable in the proposed transaction pursuant to the Merger Agreement and to pay related fees and expenses.

The Bridge Commitment Letter provides for a senior unsecured 364-day bridge term loan credit facility (the "Bridge Facility") in an aggregate principal amount of up to $ 15.7 billion.

The Bridge Facility is intended to be available to us to finance, together with other sources of funds, the acquisition and related fees and expenses in connection with the proposed transaction and other transactions contemplated by the Merger Agreement, in the event that we have not obtained Permanent Financing (as defined below) on or prior to the closing of the proposed transaction.

The Bridge Facility is subject to customary conditions precedent to funding, including the consummation of the acquisition materially in accordance with the terms of the Merger Agreement and other customary funding conditions for facilities of this type.

The Bridge Facility contains customary representations, warranties, covenants and indemnification provisions.

Commitments under the Bridge Facility will be reduced by the amount of any Permanent Financing as well as the proceeds of certain asset sales and certain other events.

The receipt of financing by us is not a condition to our obligation to consummate the proposed transaction.

Americas $ 1,411.9 $ 1,176.3 $ 2,751.5 $ 2,294.6

EMEA 334.5 308.6 670.2 608.1

APAC 190.2 174.6 388.8 362.3

Total $ 1,936.6 $ 1,659.5 $ 3,810.5 $ 3,265.0

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-Q

Item 1. Financial Statements