McCormick & Company, Incorporated (MKC)

Loading financial statements...

Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-03-31 (period ending 2026-02-28).

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand McCormick & Company, Incorporated, our operations, and our present business environment from the perspective of management. MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto, included in Item 1 of this report. We use certain non-GAAP information – more fully described below under the caption Non-GAAP Financial Measures – that we believe is important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends. Unless otherwise noted, the dollar and share information in the charts and tables in MD&A are in millions, except per share data.

Business profile

McCormick is a global leader in flavor. We manufacture, market, and distribute spices, seasoning mixes, condiments, and other flavorful products to the entire food and beverage industry – retailers, food manufacturers, and the foodservice business. In fiscal year 2025, approximately 39% of our sales were generated outside of the U.S. We also are partners in a number of joint ventures involved in the manufacture and sale of flavorful products. We manage our business in two business segments, Consumer and Flavor Solutions.

Table of Contents

Recent Events

On January 2, 2026 we acquired an additional 25% ownership interest in McCormick de Mexico for a purchase price of $750 million, which increased our ownership to a 75% controlling interest. We believe the acquisition creates opportunities for further growth in the Mexican market and provides a strategic platform for further expansion in Latin America. McCormick de Mexico is a prominent food company in Mexico, with a broad portfolio, including mayonnaise, spices, marmalades, mustard, hot sauce, and tea, sold under McCormick brands. The acquisition is described in detail in Note 2 of the notes to our accompanying condensed consolidated financial statements.

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, but did not provide guidance on how importers may claim refunds of IEEPA tariffs previously paid. 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 duties. The situation continues to evolve, and further legislative, regulatory, or judicial developments may affect the ultimate outcome and the availability or timing of any refunds. We are currently evaluating the impact that the ruling may have on our consolidated financial statements.

On March 31, 2026, we entered into an Agreement and Plan of Merger with Unilever PLC (the “Merger Agreement”), pursuant to which Unilever will separate its Unilever Foods business, excluding its food businesses in India, Nepal and Portugal, and Unilever Foods will merge with a wholly owned subsidiary of McCormick in a transaction intended to qualify as a Reverse Morris Trust transaction. The transaction is generally expected to be 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 and provided that Unilever does not make the U.S. Asset Sale Election.

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 under the Merger Agreement to dispose of such interest. The proposed transaction is subject to the satisfaction or waiver of certain customary closing conditions, including shareholder and regulatory approvals. For additional information regarding the proposed transaction, see Note 12 of the notes to our accompanying condensed consolidated financial statements.

Executive Summary

In the first quarter of 2026, we achieved net sales growth of 16.7% as compared to the same quarter of 2025, due to the following factors:

•Volume and product mix unfavorably impacted net sales by 0.7%. The Consumer segment experienced unfavorable volume and product mix of 0.4% and the Flavor Solutions segment experienced unfavorable volume and product mix of 1.0%.

•Pricing favorably impacted net sales by 1.9%. The Consumer segment experienced favorable pricing of 2.2% and the the Flavor Solutions segment experienced favorable pricing of 1.5%.

•The impact of our acquisition of McCormick de Mexico contributed 12.4% of our net sales growth.

•Fluctuations in currency rates positively impacted net sales by 3.1%. Fluctuations in currency rates positively impacted our Consumer segment sales growth by 2.9% and our Flavor Solutions segment sales growth by 3.3%.

Operating income was $227.5 million in the first quarter of 2026, compared to $225.2 million in the same period of 2025, reflecting an increase of 1.0%. Our gross profit margin increased by 20 basis points driven by the impact of the McCormick de Mexico acquisition, which included a step-up of acquired inventory recognized as special charges in cost of goods sold as the related inventory was sold, favorable pricing, and cost savings from the Company's Comprehensive Continuous Improvement (CCI) program, partially offset by increased commodity costs driven primarily by the impact of tariffs. Excluding the effects of special charges included in cost of goods sold, our adjusted gross profit margin increased by 100 basis points. Selling, general, and administrative (SG&A) expense as a percentage of sales increased by 70 basis points, primarily driven by increased investments in technology and increased brand marketing expense. Excluding special charges, adjusted operating income was $267.6 million in the first quarter of 2026, reflecting an increase of 18.8% compared to $225.2 million in the 2025 period, primarily driven by the impact of the acquisition of McCormick de Mexico. In constant currency, adjusted operating income increased by 16.0%.

Table of Contents

Diluted earnings per share was $3.77 and $0.60 in the first quarters of 2026 and 2025, respectively. The gain on remeasurement of our previously held equity interest in McCormick de Mexico increased diluted earnings per share by $3.22 and special charges, including transaction and integration costs, lowered diluted earnings per share by $0.11. Excluding the effects of the remeasurement gain and special charges, adjusted diluted earnings per share was $0.66 and $0.60 in the first quarters of 2026 and 2025, respectively. The increase in adjusted diluted earnings per share was driven by favorable operating income, partially offset by an increase in the effective tax rate, higher income attributable to noncontrolling interests and a decrease in other income.

A detailed review of our first quarter 2026 performance compared to the first quarter of fiscal 2025 appears in the section titled “Results of Operations – Company” and “Results of Operations – Segments.” For a reconciliation of non-GAAP to reported amounts, see the subsequent discussion under the heading “Non-GAAP Financial Measures.”

2026 Outlook

Our fiscal 2026 outlook continues to reflect prioritized investments in key categories to sustain our volume trends and drive long-term profitable growth while appreciating the uncertainty of the consumer and macro environment, including global trade policies. Our CCI program is continuing to fuel growth investments while also driving operating margin expansion. Our fiscal 2026 outlook also reflects meaningful contributions from the acquisition of a controlling interest in McCormick de Mexico, which closed on January 2, 2026. Amounts are rounded with percentages calculated from the underlying amounts.

Our outlook for 2026 adjusted operating income and adjusted earnings per share are non-GAAP financial measures that exclude or otherwise adjust for items impacting comparability of financial results. We are unable to reconcile projected adjusted operating income to projected reported operating income because we cannot reasonably predict the amount of special charges, including transaction and integration expenses, during this time period. We are unable to reconcile projected adjusted earnings per share to projected reported earnings per share due to the same factors affecting reported operating income.

In 2026, we expect net sales to grow between 13% and 17% compared to 2025, including an 11% to 13% increase as a result of the acquisition of a controlling interest in McCormick de Mexico and a 1% favorable impact from foreign currency rates, or to grow from 1% to 3% on an organic basis. We anticipate that net sales will benefit from favorable volume and product mix and pricing.

In 2026, we expect an increase in adjusted operating income of 16% to 20% compared to 2025, including a 1% favorable impact from foreign currency rates, or to increase by 15% to 19% on a constant currency basis. This anticipated increase in adjusted operating income reflects recovery of adjusted gross margin, accretion from the acquisition of the controlling interest in McCormick de Mexico and cost savings from our CCI program, partially offset by increased commodity costs and an increase in SG&A expense, including increased investments in technology, performance-based employee compensation expenses and investments aimed at driving volume growth, particularly in brand marketing. We project our brand marketing investments in 2026 to rise by low to mid-teens digits, including the impact from the acquisition of the controlling interest in McCormick de Mexico, compared to 2025.

We estimate that our 2026 adjusted effective tax rate, including the net favorable impact of anticipated discrete tax items, although at a lower amount than in 2025, will be 24.0% as compared to 21.5% in 2025.

Excluding the per share impact of special charges, adjusted diluted earnings per share was $3.00 in 2025. Adjusted diluted earnings per share is projected to range from $3.05 to $3.13 in 2026. We expect adjusted diluted earnings per share to increase by 2% to 5%, which includes a 1% favorable impact from currency rates, or to increase by 1% to 4% on a constant currency basis.

Table of Contents

RESULTS OF OPERATIONS – COMPANY

	Three months ended
	February 28, 2026			February 28, 2025
Net sales	$	1,873.9		$	1,605.5
Percent increase	16.7		%	0.2		%
Components of percent change in net sales – increase (decrease):
Pricing actions	1.9		%	(0.2)		%
Volume and product mix	(0.7)		%	2.2		%
Acquisition	12.4		%	—		%
Foreign exchange	3.1		%	(1.8)		%
Gross profit	$	708.9		$	604.0
Gross profit margin	37.8		%	37.6		%

Sales for the first quarter of 2026 increased by 16.7% from the same period in 2025 and increased by 1.2% on an organic basis (that is, excluding the impact of acquisitions and foreign currency exchange as more fully described under the caption, Non-GAAP Financial Measures). The acquisition of McCormick de Mexico added 12.4% to net sales. Pricing favorably impacted sales by 1.9% with favorable pricing from our Consumer and Flavor Solutions segments of 2.2% and 1.5%, respectively. Unfavorable volume and product mix decreased sales by 0.7% with unfavorable volume and product mix from our Flavor Solutions and Consumer segments of 1.0% and 0.4%, respectively. Foreign currency rates increased sales by 3.1%.

Gross profit for the first quarter of 2026 increased by $104.9 million, or 17.4%, from the same period of 2025. Our gross profit margin was 37.8%, an increase of 20 basis points, driven by the impact of the McCormick de Mexico acquisition, which included a step-up of acquired inventory recognized as special charges in cost of goods sold as the related inventory was sold, favorable pricing, and CCI-led cost savings, partially offset by increased commodity costs driven primarily by the impact of tariffs. Excluding the impact of special charges included in cost of goods sold, adjusted gross margin was 38.6% for the first quarter of 2026, or an increase of 100 basis points.

	Three months ended
	February 28, 2026			February 28, 2025
Selling, general & administrative (SG&A) expense	$	456.3		$	378.8
Percent of net sales	24.3		%	23.6		%

SG&A expense increased by $77.5 million in the first quarter of 2026 as compared to the same period in 2025, driven primarily by the impact of the McCormick de Mexico acquisition, increased investments in technology, and increased brand marketing expense. SG&A as a percentage of net sales increased by 70 basis points.

	Three months ended
	February 28, 2026		February 28, 2025
Special charges	$	25.1	$	—

During the three months ended February 28, 2026, we recorded $25.1 million of special charges, including transaction and integration expenses. Those expenses consisted of $16.2 million associated with employee severance and related benefits associated with our SG&A streamlining actions, $7.9 million of transaction and integration costs, and $1.0 million associated with other actions.

Details with respect to the composition of special charges, including transaction and integration expenses, are included in Note 3 of the notes to the accompanying condensed consolidated financial statements.

	Three months ended
	February 28, 2026		February 28, 2025
Interest expense	$	47.3	$	48.5
Other income, net	4.8		9.8

Interest expense decreased by $1.2 million in the first quarter of 2026 as compared to the same period in 2025 driven by the effects of lower interest rates, partially offset by the impact of higher average borrowing levels.

Other income, net, decreased by $5.0 million in the first quarter of 2026 as compared to the same period in 2025 due to a lower level of interest income driven primarily by the impact of the acquisition of McCormick de Mexico on our average cash balance

Table of Contents

during the period.

	Three months ended
	February 28, 2026			February 28, 2025
Income from consolidated operations before income taxes	$	185.0		$	186.5
Income tax expense	48.7			41.6
Effective tax rate	26.3		%	22.3		%

The provision for income taxes is based on the estimate of the annual effective tax rate adjusted to reflect the tax impact of items discrete to the fiscal period. We record tax expense or tax benefits that do not relate to ordinary income in the current fiscal year discretely in the period in which such items occur pursuant to the requirements of U.S. GAAP. Examples of such types of discrete items not related to ordinary income include, but are not limited to, excess tax benefits or expense associated with stock-based compensation, changes in estimates of the outcome of tax matters related to prior years, including reversals of reserves upon the lapsing of statutes of limitations, provision-to-return adjustments, the settlement of tax audits, changes in enacted tax rates or other legislation, changes in the assessment of deferred tax valuation allowances, and the tax effects of intra-entity asset transfers (other than inventory).

Income tax expense for the three months ended February 28, 2026 was not impacted by discrete tax items. In addition to the effect of lower discrete tax items compared to the prior year period, the increase in effective tax rate was impacted by a change in the geographic mix of pre-tax earnings following the acquisition of McCormick de Mexico, resulting in a greater proportion of income generated in jurisdictions with higher income tax rates.

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

	Three months ended
	February 28, 2026		February 28, 2025
Income from unconsolidated operations	$	886.0	$	18.5

Income from unconsolidated operations increased by $867.5 million in the first quarter of 2026 compared to the same period of 2025. This increase was primarily driven by a gain of $866.8 million on the remeasurement of our previously held equity interest in McCormick de Mexico, which is described in more detail in Note 2 of the notes to our accompanying condensed consolidated financial statements.

	Three months ended
	February 28, 2026		February 28, 2025
Net income attributable to noncontrolling interests	$	6.1	$	1.1

Net income attributable to noncontrolling interests increased by $5.0 million in the first quarter of 2026 compared to the same period in 2025. This increase was driven by the net income attributable to our noncontrolling interest in McCormick de Mexico.

The following table outlines the major components of the change in diluted earnings per share from 2025 to 2026:

	Three months ended February 28,
2025 Earnings per share – diluted	$	0.60
Impact of change in operating income	0.12
Increase in special charges	(0.11)
Decrease in other income, net	(0.01)
After tax gain on remeasurement of a previously held equity interest in McCormick de Mexico	3.22
Impact of change in effective income tax rate, excluding taxes on special charges	(0.03)
Impact of net income attributable to noncontrolling interest	$	(0.02)
2026 Earnings per share – diluted	$	3.77

Table of Contents

RESULTS OF OPERATIONS — SEGMENTS

We measure the performance of our business segments based on operating income, excluding special charges for the periods presented. See Note 11 of the notes to our accompanying condensed consolidated financial statements for additional information on our segment measures as well as for a reconciliation by segment of operating income, excluding special charges, to consolidated operating income. In the following discussion, we refer to our previously described measure of segment profit as segment operating income.

CONSUMER SEGMENT

	Three months ended February 28,
	2026			2025
Net sales	$	1,145.0		$	919.2
Percent increase (decrease)	24.5		%	(0.2)		%
Segment operating income	$	179.6		$	146.7
Segment operating income margin	15.7		%	16.0		%

In the first quarter of 2026, sales of our Consumer segment increased by 24.5% compared to the first quarter of 2025 and increased by 1.8% on an organic basis. The acquisition of McCormick de Mexico increased sales by 19.8%. Unfavorable volume and product mix decreased sales by 0.4%, driven by declines in the Americas region which were partially offset by growth in the EMEA and APAC regions. Favorable pricing impacted sales by 2.2% primarily driven by pricing actions in the Americas region. The favorable impact of foreign currency rates increased sales by 2.9%.

In the Americas region, Consumer segment sales increased by 30.4% in the first quarter of 2026 compared to the same quarter of 2025 and increased by 1.2% on an organic basis. The acquisition of McCormick de Mexico increased sales by 28.9%. Unfavorable volume and product mix decreased sales by 1.6%, which included the unfavorable impact of price elasticity. Favorable pricing impacted sales by 2.8%. The favorable impact of foreign currency rates increased sales by 0.3%.

In the EMEA region, Consumer segment sales increased by 15.5% in the first quarter of 2026 compared to the same quarter of 2025 and increased by 3.7% on an organic basis. Favorable volume and product mix increased sales by 2.4%, driven by higher sales of our core products in France. Favorable pricing impacted sales by 1.3%. The favorable impact from foreign currency rates increased sales by 11.8%.

In the APAC region, Consumer segment sales increased by 6.2% in the first quarter of 2026 compared to the same quarter of 2025 and increased by 2.2% on an organic basis. Favorable volume and product mix increased sales by 2.1%, driven by higher sales in China. Favorable pricing impacted sales by 0.1%. The favorable impact from foreign currency rates increased sales by 4.0%.

Segment operating income for our Consumer segment for the first quarter of 2026 increased by $32.9 million, or 22.4%, compared to the same period of 2025 driven by an increase in gross profit partially offset by an increase in SG&A expense. The increase in gross profit was driven by the impact of our acquisition of McCormick de Mexico, favorable pricing and CCI-led cost savings partially offset by increased commodity costs primarily driven by tariffs. The increase in SG&A expense was driven by the items described in the consolidated discussion. Segment operating margin decreased by 30 basis points to 15.7%. On a constant currency basis, segment operating income increased by 20.5%.

Table of Contents

FLAVOR SOLUTIONS SEGMENT

	Three months ended
	February 28, 2026			February 28, 2025
Net sales	$	728.9		$	686.3
Percent increase	6.2		%	0.8		%
Segment operating income	$	88.0		$	78.5
Segment operating income margin	12.1		%	11.4		%

In the first quarter of 2026, sales of our Flavor Solutions segment increased by 6.2% as compared to the first quarter of 2025 and increased by 0.5% on an organic basis. The acquisition of McCormick de Mexico increased sales by 2.4%. Unfavorable volume and product mix unfavorably impacted sales by 1.0% driven by the Americas and EMEA regions partially offset by growth in the APAC region. Favorable pricing increased sales by 1.5%. The favorable impact of foreign currency rates increased sales by 3.3%.

In the Americas region, Flavor Solutions sales increased by 6.1% in the first quarter of 2026 compared to the first quarter of 2025 and increased by 0.8% on an organic basis. The acquisition of McCormick de Mexico increased sales by 3.4%. Unfavorable volume and product mix decreased sales by 1.7% driven by the effect of lower sales to packaged food customers. Favorable pricing impacted sales by 2.5%. The favorable impact from foreign currency rates increased sales by 1.9%.

In the EMEA region, Flavor Solutions sales increased by 7.3% in the first quarter of 2026 compared to the first quarter of 2025 and decreased by 0.5% on an organic basis. Unfavorable volume and product mix decreased sales by 0.5%. The favorable impact from foreign currency rates increased sales by 7.8%.

In the APAC region, Flavor Solutions sales increased by 5.1% in the first quarter of 2026 compared to the first quarter of 2025, and increased by 0.5% on an organic basis. Favorable volume and product mix increased sales by 2.6%, primarily driven by growth in China. Pricing unfavorably impacted sales by 2.1%. The favorable impact from foreign currency rates increased sales by 4.6%.

Segment operating income for our Flavor Solutions segment for the first quarter of 2026 increased by $9.5 million, or 12.1%, compared to the same period of 2025 driven by an increase in gross profit partially offset by an increase in SG&A expense. The increase in gross profit was driven by the impact of our acquisition of McCormick de Mexico, favorable pricing and CCI-led cost savings, partially offset by increased commodity costs primarily driven by tariffs. The increase in SG&A expense was driven by the impact of the McCormick de Mexico acquisition and increased investments in technology. Segment operating margin increased by 70 basis points to 12.1%. On a constant currency basis, segment operating income increased by 7.5%.

MARKET RISK SENSITIVITY

We utilize derivative financial instruments to enhance our ability to manage risk, including foreign exchange, interest rate, and commodity exposures, which exist as part of our ongoing business operations. We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instrument. The use of derivative financial instruments is monitored through regular communication with senior management and the utilization of written guidelines.

Foreign Exchange Risk

We are exposed to foreign currency risk affecting net investments in subsidiaries, transactions (both third-party and intercompany) and earnings denominated in foreign currencies. Management assesses 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. We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instruments. All derivatives are designated as hedges.

Table of Contents

The following table sets forth the notional values and unrealized net gain (loss) of the portfolio of our forward foreign currency and cross currency swap contracts:

	February 28, 2026		November 30, 2025
Forward foreign currency:
Notional value	$	1,121.5	$	1,018.2
Unrealized net (loss) gain	(3.5)		5.8
Cross currency swaps:
Notional value	1,030.4		1,011.9
Unrealized net loss	(19.4)		(9.6)

The outstanding notional value is a result of our decisions on foreign currency exposure coverage, based on our foreign currency and foreign currency translation exposures.

Interest Rate Risk

We manage our interest rate exposure by entering into both fixed and variable rate debt arrangements. We use interest rate swaps to minimize worldwide financing costs and to achieve a desired mix of fixed and variable rate debt. We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instruments, and all derivatives are designated as hedges.

The following table sets forth the notional values and unrealized net gain (loss) of our interest rate swap contracts:

	February 28, 2026		November 30, 2025
Notional value	$	500.0	$	500.0
Unrealized net loss	(18.6)		(20.8)

The change in fair values of our interest rate swap contracts is due to changes in interest rates on the notional amounts outstanding as of each date as well as the remaining duration of our interest rate derivative contracts.

Commodity Risk

We purchase certain raw materials which are subject to price volatility caused by weather, market conditions, growing and harvesting conditions, governmental actions, and other factors beyond our control. Our most significant raw materials are dairy products, pepper, onion, garlic, capsicums (red peppers and paprika), salt, tomato products, sugar, and soybean oil. While future movements of raw material costs are uncertain, we respond to this volatility in a number of ways, including strategic raw material purchases, purchases of raw material for future delivery, customer price adjustments, and the use of derivative instruments. Our use of commodity derivatives is currently limited to swaps, futures, and options to reduce our exposure to the price volatility of soybean oil.

The following table sets forth the notional values and unrealized net gain (loss) of our commodity contracts:

	February 28, 2026		November 30, 2025
Notional value	$	344.1	$	—
Unrealized net gain	26.8		—

Credit Risk

The customers of our Consumer segment are predominantly food retailers and food wholesalers. Consolidations in these industries have created larger customers. In addition, competition has increased with the growth in alternative channels including mass merchandisers, dollar stores, warehouse clubs, discount chains, and e-commerce. This has caused some customers to be less profitable and increased our exposure to credit risk. Some of our customers and counterparties are highly leveraged. We continue to closely monitor the credit worthiness of our customers and counterparties. We believe that our allowance for doubtful accounts properly recognizes trade receivables at realizable value. We consider nonperformance credit risk for other financial instruments to be insignificant.

NON-GAAP FINANCIAL MEASURES

The following tables include financial measures of organic net sales, adjusted gross profit, adjusted gross profit margin, adjusted operating income, adjusted operating income margin, adjusted income tax expense, adjusted income tax rate, adjusted

Table of Contents

net income, and adjusted diluted earnings per share. These represent non-GAAP financial measures which are prepared as a complement to our financial results prepared in accordance with United States generally accepted accounting principles. These financial measures exclude the impact, as applicable, of the following:

•Special charges - Special charges consist of expenses and income associated with certain actions undertaken by us 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. Expenses associated with the approved actions are classified as special charges upon recognition and monitored on an ongoing basis through completion. Included in special charges are transaction and integration costs incurred in conjunction with acquisitions.

•Gain on remeasurement of previously held equity interest - On January 2, 2026, we completed the acquisition of an additional 25% ownership interest in McCormick de Mexico which increased our ownership to a 75% controlling interest. Prior to the acquisition of the additional ownership interest, we accounted for our 50% ownership interest as an equity method investment. The acquisition of the additional ownership interest resulted in the consolidation of McCormick de Mexico's financial results. As a result of the consolidation, the carrying value of our previously held 50% ownership interest was remeasured to fair value resulting in a gain.

Details with respect to the composition of special charges, including transaction and integration expenses, set forth below are included in Note 3 of the notes to our accompanying condensed consolidated financial statements. Details with respect to our gain on the revaluation of a previously held equity interest in McCormick de Mexico are included in Note 2 of the notes to our accompanying condensed consolidated financial statements.

Details with respect to the composition of special charges, including transaction and integration expenses, for the year ended November 30, 2025 are included in Note 2 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2025.

We believe that these non-GAAP financial measures are important. The exclusion of the items noted above provides additional information that enables enhanced comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends.

These non-GAAP financial measures may be considered in addition to results prepared in accordance with GAAP; however, they should not be viewed as a substitute for, or superior to, GAAP results. Furthermore, these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, as they may calculate them differently than we do. We intend to continue providing these non-GAAP financial measures as part of our future earnings discussions, ensuring consistency in our financial reporting.

A reconciliation of these non-GAAP financial measures to the related GAAP financial measures follows:

Table of Contents

	For the year ended November 30, 2025			For the three months ended
				February 28, 2026			February 28, 2025
Gross profit	$	2,592.2		$	708.9		$	604.0
Impact of special charges included in cost of goods sold	2.1			15.0			—
Adjusted gross profit	$	2,594.3		$	723.9		$	604.0
Gross profit margin (1)	37.9		%	37.8		%	37.6		%
Impact of special charges (1)	—		%	0.8		%	—		%
Adjusted gross profit margin (1)	37.9		%	38.6		%	37.6		%
Operating income	$	1,070.8		$	227.5		$	225.2
Impact of special charges	23.2			40.1			—
Adjusted operating income	$	1,094.0		$	267.6		$	225.2
Operating income margin (2)	15.7		%	12.1		%	14.0		%
Impact of special charges (2)	0.3		%	2.2		%	—		%
Adjusted operating income margin (2)	16.0		%	14.3		%	14.0		%
Income tax expense	$	195.8		$	48.7		$	41.6
Impact of special charges	5.5			9.9			—
Adjusted income tax expense	$	201.3		$	58.6		$	41.6
Income tax rate (3)	21.4		%	26.3		%	22.3		%
Impact of special charges	0.1		%	(0.3)		%	—		%
Adjusted income tax rate (3)	21.5		%	26.0		%	22.3		%
Net income attributable to McCormick & Company	$	789.4		$	1,016.2		$	162.3
Impact of special charges, net of non-controlling interest (4)	17.7			27.5			—
Gain on remeasurement of previously held equity interest	—			(866.8)			—
Adjusted net income	$	807.1		$	176.9		$	162.3
Earnings per share – diluted	$	2.93		$	3.77		$	0.60
Impact of special charges	0.07			0.11			—

Loading holders...

Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent insider activity

Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 1 transaction across 1 insider. Net: +2,000 shares, $105,960.

Date	Insider	Role	Action	Shares	Price	Value
2026-04-10	Hattersley Gavin	Director	Buy	+2,000	$52.98	$105,960

Source: SEC Form 4 filings.

Next expected filings

~2026-10-06 10-Q expected by 2026-10-17 (in 103 days)
~2027-01-21 10-K expected by 2026-11-23 (in 210 days)
~2027-03-30 10-Q expected by 2027-04-10 (in 278 days)
~2027-06-25 10-Q expected by 2027-07-06 (in 365 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-05-26 8-K Officer/Director Change; Financial Statements and Exhibits
2026-05-01 8-K Material Agreement Entered; Material Financial Obligation; Other Events; Financial Statements and Exhibits
2026-04-17 8-K Officer/Director Change
2026-04-06 8-K/A Material Agreement Entered; Financial Statements and Exhibits
2026-04-01 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
2026-03-31 10-Q Quarterly Report
2026-03-31 8-K Earnings Release; Financial Statements and Exhibits
2026-03-26 8-K Other Events; Financial Statements and Exhibits
2026-03-18 8-K Officer/Director Change
2026-02-05 8-K Other Events; Financial Statements and Exhibits
2026-01-22 10-K Annual Report
2026-01-22 8-K Earnings Release; Financial Statements and Exhibits
2026-01-21 8-K Officer/Director Change; Financial Statements and Exhibits
2025-10-07 10-Q Quarterly Report
2025-10-07 8-K Earnings Release; Financial Statements and Exhibits

Line item
Period ending