McCormick & Co. (MKC) 10-K risk factor changes: FY2025 vs FY2024

Our business and results of operations have in the past been, and may continue to be, adversely affected by changes in global economic conditions including inflation, changes in prevailing interest rates, [removed: bank failures,] the impact of any [removed: potential] U.S. federal government shutdown, changes in governmental rules and approaches to taxation, [added: challenges in global supply chains including new or increased tariffs or trade restrictions,] fluctuations in foreign currency interest rates, availability [added: of capital markets, consumer spending rates, energy availability and costs, the negative impacts caused by pandemics and other local and global public health issues and the effect of governmental initiatives to manage economic conditions.]

[removed: As global economic conditions] continue to be volatile or economic uncertainty remains, trends in consumer spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future.

Damage to our reputation or brand name, loss of brand relevance, increase in use of private label or other competitive brands by customers or consumers, [added: competitive pressures in marketing and technology,] or product quality or safety concerns could negatively impact our business, financial condition or results of operations.

A product recall, import alert or an adverse result in any such litigation, or negative perceptions regarding food products and ingredients, could result in our having to pay fines or damages, incur additional costs or cause customers and consumers in our principal markets to lose confidence in the safety and quality of certain products or ingredients, any of which could have a negative effect on our business or financial results and, depending upon the significance of the affected product, that negative effect could be [added: material to our business or financial results.]

We have a number of major customers, including two large customers that, in the aggregate, constituted approximately [removed: 25%] [added: 24%] of consolidated sales in [removed: 2024.][added: 2025.]

Our purchases of raw materials are subject to fluctuations in market price and availability caused by inflationary pressures, weather, growing and harvesting conditions, climate change, market conditions, governmental actions [added: including global trade policies] and other factors beyond our control, including outbreaks of illnesses, pandemics or other local or global health issues.

The most significant raw materials used by us in our business are dairy products, pepper, [removed: onion,] garlic, [added: onion,] capsicums (red peppers and paprika), [added: salt,] tomato products, [removed: sugar] [added: sugar,] and [removed: salts.][added: soybean oil.]

While future price movements of raw material costs are uncertain, we seek to mitigate the market price risk in a number of ways, including strategic raw material purchases, purchases of raw material for future delivery, customer price adjustments and cost savings from our CCI [removed: program.][added: program and other streamlining initiatives.]

[removed: We] [added: Other than the soybean oil hedging transactions, we] generally have not used derivatives to manage the volatility related to this risk.

Political, socio-economic, cultural, and geopolitical [removed: (including instability and international conflicts such as the ongoing conflicts between Russia and Ukraine, the war in the Middle East, and rising tensions between China and Taiwan)] conditions, as well as disruptions caused by terrorist activities or otherwise, could also create additional risks for regulatory compliance.

Damage or disruption to or reduction or termination of raw material supplies or our manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, international disputes, geopolitical tensions or conflict, terrorism, cyber-attack, health epidemics, pandemics or other contagious outbreaks, governmental restrictions or mandates, strikes, import/export restrictions, [added: global trade policies,] or other factors could impair our ability to manufacture or sell our products.

We may not be able to increase prices to fully offset inflationary [added: and other] pressures on costs, such as raw and packaging materials, labor and distribution costs, which may impact our financial condition or results of operations.

[removed: During recent years, we] [added: We] have experienced [removed: significantly elevated] [added: inflation of] commodity and supply chain costs, including the costs of raw materials, packaging materials, labor, energy, fuel, transportation and other inputs necessary for the production and distribution of our products, and we expect inflation to continue in [removed: 2025] [added: 2026] at a similar level to that experienced in [removed: 2024 but at a more modest rate than experienced since 2022.][added: 2025.]

In addition, many of these materials and costs are subject to price fluctuations from a number of factors, including, but not limited to, market conditions, demand for raw materials, weather, growing and harvesting conditions, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, import and export [removed: requirements] [added: requirements, global trade policies] (including [removed: tariffs),] [added: tariffs and retaliatory measures),] armed hostilities (including the ongoing [removed: conflicts between Russia and Ukraine and Israel and Hamas)] [added: geopolitical conflicts)] and other factors beyond our control.

To the extent that price increases [removed: or packaging size decreases] are not sufficient to offset these increased costs adequately or in a timely manner, and/or if they result in significant decreases in sales volume, our business, [added: financial condition or operating results may be adversely affected.]

[removed: Ongoing] [added: Changing political and] geopolitical [added: conditions, including] conflicts and the related implications may negatively impact our operations.

Our business, financial condition and results of operations have been impacted in the past and may be impacted in the future by disruptions in the global economy associated with these [added: changes in political and] geopolitical [removed: conflicts.][added: conditions.]

Further [removed: escalation of these] [added: changes in political and] geopolitical [removed: conflicts,] [added: conditions,] including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain operations.

In addition, the effects of [removed: the ongoing conflicts] [added: these political and geopolitical conditions] could also heighten many of the other risk factors described herein.

In the event that a natural disaster, terrorist attack or other catastrophic event were to destroy any part of our facilities or interrupt our operations for any extended period of time, or [removed: if harsh weather or health conditions] prevent us from delivering products in a timely manner, our business, financial condition or operating results could be adversely affected.

These acquisitions, [added: such as the additional 25% incremental ownership acquired in McCormick de Mexico on January 2, 2026,] joint ventures and divestitures may present financial, managerial and operational challenges, including diversion of management attention from existing businesses, difficulty with integrating or separating personnel and financial and other systems, increased expenses and raw material costs, assumption of unknown liabilities and indemnities, and potential disputes with the buyers or sellers.

In addition, we may be required to incur asset impairment charges (including charges related to goodwill and other intangible [added: assets) in connection with acquired businesses, which may reduce our profitability.]

As of November 30, [removed: 2024,] [added: 2025,] we had approximately [removed: $5.2] [added: $5.3] billion of goodwill and approximately $3.0 billion of other indefinite-lived intangible assets.

Primary exposures include the U.S. dollar versus the Euro, British pound sterling, Chinese renminbi, Canadian dollar, Australian dollar, Polish zloty, Singapore dollar, Swiss franc, and Mexican peso, as well as the Euro versus the British pound sterling and Australian dollar, and Polish [removed: zloty, and finally the Canadian dollar versus British pound sterling.][added: zloty.]

Increased compliance costs and expenses due to the impacts of climate change and additional legal or regulatory requirements regarding climate change that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment may cause disruptions in, or an increase in the [removed: costs associated with, the running of our manufacturing facilities and our business, as well as increase distribution and supply chain costs.]

[added: If we fail to achieve, or are] perceived to have failed or been delayed in achieving, or improperly report our progress toward achieving these goals and commitments, it could negatively affect consumer or customer preference for our products or investor confidence in our stock, as well as expose us to enforcement actions and litigation.

In addition, we could be criticized by [removed: environmental, social] [added: those opposed to environmental] and [removed: governance (ESG) detractors] [added: sustainability efforts] for the scope or nature of our [removed: ESG] initiatives or goals or for any revisions to these goals.

We could also be subjected to negative responses by governmental actors (such as [removed: anti-ESG] legislation or retaliatory legislative treatment) or consumers (such as boycotts or negative publicity campaigns) that could adversely affect our reputation, business, financial performance and growth.

[removed: ESG issues, including those related to climate] [added: Climate] change and [removed: sustainability,] [added: sustainability issues] may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

Companies across all industries are facing increasing scrutiny relating to their [removed: ESG] [added: sustainability] policies.

If we are unable to meet our [removed: ESG] goals or evolving investor, industry or stakeholder expectations and [removed: standards,] [added: standards related to these issues,] or if we are perceived to have not responded appropriately to the growing concern for [removed: ESG] [added: these] issues or negative incidents, it could erode customer confidence and customers and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, business or financial condition may be adversely affected.

Increased focus and activism on [removed: ESG] [added: these] topics may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of our [removed: ESG] practices.

[removed: Our] [added: We have established] initiatives [added: that] extend from individuals to entire communities, including those we serve and, just as importantly, those from which we source.

Failure to attract, hire, develop, motivate and retain [removed: highly qualified and diverse] [added: the best] executive and employee talent, especially in light of changing worker expectations and talent marketplace variability regarding flexible and hybrid work models, [removed: to meet our goals] relating to fostering [removed: a diverse and] inclusive culture [removed: or to adequately address potential increased scrutiny of our diversity, equity and inclusion initiatives] [added: for all employees] could impact our ability to achieve our business objectives and adversely affect our future success.

Increased regulatory requirements related to environmental causes, and related [removed: ESG] disclosure rules may result in increased compliance costs or increased costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs.

Any failure to achieve our [removed: ESG] goals or a perception (whether or not valid) of our failure to act responsibly with respect to the environmental, human capital, or social issues, or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other [removed: ESG] [added: sustainability] matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation and increase risk of litigation.

On November 30, [removed: 2024,] [added: 2025,] we had total outstanding variable rate debt of approximately [removed: $449] [added: $351.8] million at a weighted-average interest rate of approximately [removed: 4.7%.][added: 4.06%.]

On November 30, [removed: 2024,] [added: 2025,] we had total outstanding fixed to variable interest rate swaps with a notional value of [removed: $600] [added: $500] million.

As of November 30, [removed: 2024,] [added: 2025,] our indebtedness of McCormick and its subsidiaries is approximately [removed: $4.3] [added: $4.0] billion.

Risks Related to Intellectual Property, Information Technology, and [removed: Cyber-Security][added: Cybersecurity]

As global economic conditions

In addition, we enter into financial hedging derivative transactions based on forecasted soybean oil purchases.

Changes in global trade policies have impacted and may continue to impact our financial condition or results of operations.

Changes in global trade policies, including tariffs, have caused inflationary pressures and higher costs on certain raw materials and imports.

These actions have impacted our business through increased costs and uncertainty.

If maintained, the tariffs, as well as related measures that have been taken and which could be taken by other countries in the future could pose a risk to our business and results of operations.

The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as legal challenges to the applicability of these tariffs, negotiations between affected countries, the responses of other countries or regions, exemptions, exclusions or other relief that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Our attempts to offset these pressures through supply chain management initiatives and increases in the selling prices of some of our products may not be successful or may result in reductions in sales volume.

To the extent these actions are not sufficient to offset increase costs or result in significant decreases in sales volume, our business, financial condition, or operating results may be adversely affected.

Changes in the political conditions in markets in which we manufacture, sell or distribute our products, as well as changing geopolitical conditions, including conflicts, may be difficult to predict and may adversely affect our business and financial results.

Results of elections, referendums, sanctions or other political processes and pressures in certain markets in which our products are manufactured, sold or distributed have created and could continue to create uncertainty regarding how existing governmental policies, laws and regulations may change, including with respect to sanctions, taxes, tariffs, import and export controls and the general movement of goods, materials, services, capital, data and people between countries.

The global economy has been negatively impacted by changing political and geopolitical conditions, including conflicts.

costs associated with, the running of our manufacturing facilities and our business, as well as increase distribution and supply chain costs.

If we fail to obtain or adequately protect our intellectual

Continued geopolitical conflicts have overall heightened the risk of cyberattacks.

transactions accurately and efficiently and remain in step with the changing needs of our business, which could result in the loss of customers and revenue.

Changes in global trade policies, including tariffs, have impacted and may continue to impact our financial condition or results of operations.

We are subject to continued legislative and regulatory developments with respect to food ingredients at the state and federal levels, as well as related changes in consumer expectations and behavior.

In April 2025, the Food and Drug Administration (FDA) called on the industry to phase out all “petroleum-based synthetic dyes” from the nation’s food supply, and in May 2025, the Make America Healthy Again (MAHA) Commission published an assessment report discussing factors contributing to chronic childhood disease including diet, environmental exposure, lack of physical activity and healthcare.

The MAHA Commission publicly released its strategy report, setting forth certain recommendations for addressing chronic childhood disease, in September 2025.

While the effects of these proposals remain uncertain at this time, changes to laws and regulations could impact our business, financial condition and results of operations.

We expect there will continue to be new, and amendments to existing, laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in the U.S. and outside of the U.S. Our efforts to comply with these privacy and data protection laws may not be successful, or may

In addition, we may be subject to additional kinds of claims in the future, including consumer class actions related to privacy and data security and the overall protection of personal data.

of capital markets, consumer spending rates, energy availability and costs, the negative impacts caused by pandemics and other local and global public health issues, as well as the potential impacts of geopolitical uncertainties and international conflicts, including the ongoing conflicts between Russia and Ukraine, the war in the Middle East, rising tensions between China and Taiwan, and the effect of governmental initiatives to manage economic conditions.

material to our business or financial results.

To the extent that we have used derivatives for this purpose, it has not been material to our business.

financial condition or operating results may be adversely affected.

The global economy has been negatively impacted by ongoing geopolitical conflicts, including the military conflicts between Russia and Ukraine, the war in the Middle East, as well as rising tensions between China and Taiwan.

assets) in connection with acquired businesses, which may reduce our profitability.

If we fail to achieve, or are

We have established diversity, equity and inclusion goals as part of our ESG initiative.

Continued geographical turmoil, including the ongoing conflicts between Russia and Ukraine, the war in the Middle East, and rising tensions between China and Taiwan, has heightened the risk of cyberattack.

confidential data as well as disruptions to operations.

We are subject to numerous laws and regulations relating to the growing, sourcing, manufacturing, storage, labeling, marketing,

The recent change in the presidential administration could impact U.S. trade and other policies and result in substantial changes that may impact our business.

In the U.S., for example, the CCPA imposes requirements on companies that do business in California and collect personal information from certain individuals, including notice, consent and service provider requirements.

The CCPA also provides for civil penalties for companies that fail to comply with these requirements, as well as a private right of action for data breaches.

Further, the California Privacy Rights Act (CPRA) went into full effect on January 1, 2023 (with a ‘look-back’ to January 1, 2022).

The CPRA builds on the CCPA and among other things, requires the establishment of a dedicated agency to regulate privacy issues.

In 2021, Virginia, Colorado, Connecticut and Utah adopted laws which have now taken effect introducing new privacy obligations, which have required us to develop additional compliance mechanisms and processes.

Many other states are considering similar legislation.

A broad range of legislative measures also have been introduced at the federal level.

There also is a wide range of enforcement agencies at both the state and federal levels that can review companies for privacy and data security concerns based on general consumer protection laws.

The Federal Trade Commission and state Attorneys General all are aggressive in reviewing privacy and data security protections for consumers.

Accordingly, failure to comply with federal and state laws (both those currently in effect and future legislation) regarding privacy and security of personal information could expose us to fines and penalties under such laws.

Similarly, outside of the U.S., there are various laws and regulations governing the collection, use, disclosure, transfer, or other processing of personal data.

For instance, the GDPR, which applies to the processing of personal data of individuals in the European Union, is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including strict rules on the transfer of personal data to countries outside the European Union, including the U.S. Beyond GDPR, there are privacy and data security laws in a growing number of countries around the world (including in the United Kingdom as a result of Brexit).

While many loosely follow GDPR as a model, other laws contain different or conflicting provisions.

These laws may impact our ability to conduct our business activities and the costs associated with these activities.

proceedings.

We manufacture, market, and distribute spices, seasoning mixes, [removed: condiments] [added: condiments,] and other flavorful products to the entire food and beverage industry–retailers, food [removed: manufacturers] [added: manufacturers,] and foodservice businesses.

Our long-term annual growth objectives in constant currency are to increase sales 4% to 6%, increase adjusted operating income 7% to [removed: 9%] [added: 9%,] and increase adjusted earnings per share 9% to 11%.

[added: With over 20] product innovation centers around the world, we are supporting the growth of our brands and those of our [removed: flavor solutions] [added: Flavor Solutions] customers with products that appeal to local consumers.

In [removed: 2024,] [added: 2025,] we achieved net sales growth of [removed: 0.9% over the 2023 level] [added: 1.7% as compared to 2024] due to the following factors:

- Volume and product mix favorably impacted [removed: our] net sales growth by [removed: 0.3%, exclusive of divestitures.][added: 1.2%.]

The [removed: consumer] [added: Consumer] segment experienced favorable volume and product mix of [removed: 0.8%] [added: 2.1%] and the [removed: flavor solutions] [added: Flavor Solutions] segment experienced unfavorable volume and product mix of [removed: 0.3%.][added: 0.2%.]

Operating income was [removed: $1,060.3] [added: $1,070.8] million in [removed: 2024 and $963.0] [added: 2025, compared to $1,060.3] million in [removed: 2023.][added: 2024, reflecting an increase of 1.0%.]

[removed: In addition, the higher level of] [added: The decrease in] SG&A [removed: expenses] [added: expense] was driven [added: primarily] by [removed: increased selling and marketing costs and a higher level of research and development expenses that were partially offset by,] lower performance-based employee [removed: and stock based] compensation [removed: expense] [added: expense, lower distribution expense,] and [added: CCI-led] cost [removed: savings led] [added: savings, partially offset] by [removed: our CCI] [added: higher selling] and [removed: GOE programs, all as compared to the prior year.][added: marketing costs.]

Excluding special charges, adjusted operating income was [removed: $1,069.8] [added: $1,094.0] million in [removed: 2024, representing a 4.5%] [added: 2025, reflecting an] increase [added: of 2.3%] compared to [removed: $1,024.2] [added: $1,069.8] million in [removed: 2023.][added: 2024.]

In constant currency, adjusted operating income increased [removed: 4.6%.][added: 2.8%.]

[removed: In 2024, diluted] [added: Diluted] earnings per share [removed: growth] was [added: $2.93 in 2025 and $2.92 in 2024,] driven [removed: primarily] by higher operating [removed: income, which included] [added: income and decreased interest expense, partially offset by an increase in] the [removed: effects of lower] [added: effective tax rate, higher] special charges, [removed: an increase] [added: a decrease] in [removed: income from unconsolidated operations] [added: other income,] and a decrease in [removed: the effective tax rate.][added: income from unconsolidated operations.]

Special charges lowered earnings per share by [removed: $0.03] [added: $0.07] and [removed: $0.18] [added: $0.03] in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Excluding the effects of special charges, adjusted diluted earnings per share was [removed: $2.95] [added: $3.00] in [removed: 2024,] [added: 2025,] compared to [removed: $2.70] [added: $2.95] in [removed: 2023,] [added: 2024,] representing an increase of [removed: 9.3%.][added: 1.7%.]

Net cash provided by operating activities was [removed: $921.9] [added: $962.2] million, [removed: $1,237.3] [added: $921.9] million, and [removed: $651.5] [added: $1,237.3] million in [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

In [removed: 2024,] [added: 2025,] we continued to have a balanced use of cash for debt repayment, capital expenditures, and the return of cash to shareholders through dividends and share repurchases.

We are using our cash to fund shareholder dividends, with annual increases in each of the past [removed: 39] [added: 40] years, and to fund capital expenditures and acquisitions.

In [removed: 2024,] [added: 2025,] the return of cash to our shareholders through dividends and share repurchases was [removed: $504.1] [added: $517.8] million.

A detailed review of our fiscal [removed: 2024] [added: 2025] performance compared to fiscal [removed: 2023] [added: 2024] appears in the section titled “Results of Operations – [removed: 2024] [added: 2025] Compared to [removed: 2023.”] [added: 2024.”] A detailed review of our fiscal [removed: 2023] [added: 2024] performance compared to our fiscal [removed: 2022] [added: 2023] performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended November 30, [removed: 2023] [added: 2024] under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – [removed: 2023] [added: 2024] Compared to [removed: 2022,”] [added: 2023,”] which is incorporated herein by reference.

In [removed: 2025,] [added: 2026,] we expect net sales to grow between [removed: 0%] [added: 13%] and [removed: 2%] [added: 17%] compared to [removed: our 2024 net sales,] [added: 2025,] including [added: an 11% to 13% increase as] a [added: result of the acquisition of a controlling interest in McCormick de Mexico and a] 1% [removed: unfavorable] [added: favorable] impact from foreign currency rates, or to grow from 1% to 3% on an organic basis.

We anticipate that [added: net] sales [removed: in 2025] will benefit from favorable volume and product [removed: mix.][added: mix and pricing.]

This anticipated increase in [added: adjusted] operating income reflects [added: recovery of adjusted gross margin, accretion from] the [removed: expected rise] [added: acquisition of the controlling interest] in [removed: our gross profit margin] [added: McCormick de Mexico] and [removed: SG&A] cost savings from our CCI program, [removed: although these will be] partially offset by [added: increased commodity costs and an increase in SG&A expense, including performance-based employee compensation expenses and] investments aimed at driving volume growth, particularly in brand marketing.

[removed: Excluding these special charges,] [added: In 2026,] we expect [added: an increase in] adjusted operating income [removed: in 2025] [added: of 16%] to [removed: increase by 3%] [added: 20% compared] to [removed: 5%, which includes] [added: 2025, including] a 1% [removed: unfavorable] [added: favorable] impact from foreign currency rates, or to increase by [removed: 4%] [added: 15%] to [removed: 6%] [added: 19%] on a constant currency basis.

We estimate that our [removed: 2025] [added: 2026 adjusted] effective tax rate, including the net favorable impact of anticipated discrete tax items, although at a lower amount than in [removed: 2024,] [added: 2025,] will be [removed: 22.0%] [added: 24.0%] as compared to [removed: 20.5%] [added: 21.5%] in [removed: 2024.][added: 2025.]

[removed: Diluted earnings] [added: | 2025 Earnings] per [removed: share was $2.92 in 2024.][added: share—diluted | | | $ | 2.93 | |]

[removed: Diluted] [added: Adjusted diluted] earnings per share [removed: for 2025] is projected to range from [removed: $2.99] [added: $3.05] to [removed: $3.04.][added: $3.13 in 2026.]

Excluding the per share impact of special charges, adjusted diluted earnings per share was [removed: $2.95] [added: $3.00] in [removed: 2024.][added: 2025.]

[removed: We expect adjusted diluted earnings] per share to increase by [removed: 3%] [added: 2%] to 5%, which includes a [removed: 2% unfavorable] [added: 1% favorable] impact from currency rates, or to increase by [removed: 5%] [added: 1%] to [removed: 7%] [added: 4%] on a constant currency [removed: basis over adjusted diluted earnings per share of $2.95 in 2024.][added: basis.]

RESULTS OF [removed: OPERATIONS—2024] [added: OPERATIONS—2025] COMPARED TO [removed: 2023][added: 2024]

| | | | [added: 2025 | | |] 2024 | | | 2023 | | |

| Net sales | | | $ | [removed: 6,723.7] [added: 6,840.3] | | $ | [removed: 6,662.2] [added: 6,723.7] | |

| Percent growth | | | [removed: 0.9] [added: 1.7] | | % | [removed: 4.9] [added: 0.9] | | % |

| Components of percent [removed: growth] [added: change] in net [removed: sales–increase (decrease):] [added: sales:] | | | | | | | | |

| Volume and product mix | | | [removed: 0.3] [added: 1.2] | | % | [removed: (2.6)] [added: 0.3] | | % |

| Pricing actions | | | [removed: 0.5] [added: 0.7] | | % | [removed: 8.5] [added: 0.5] | | % |

| Divestiture | | | [removed: (0.2)] [added: —] | | % | [removed: (0.4)] [added: (0.2)] | | % |

| Foreign exchange | | | [removed: 0.3] [added: (0.6)] | | % | [removed: (0.6)] [added: 0.3] | | % |

Sales for [removed: 2024] [added: 2025] increased by [removed: 0.9%] [added: 1.7%] from [removed: 2023] [added: 2024] and by [removed: 0.8%] [added: 1.9%] on an organic basis (that is, excluding the impact of [removed: divestitures and] foreign currency exchange as more fully described under the caption, Non-GAAP Financial Measures).

Favorable volume and product mix increased sales by [removed: 0.3%.][added: 8.6%, driven by growth in China.]

[removed: Excluding divestitures and the] [added: The favorable] impact of foreign currency [removed: rates,] [added: rates increased sales by 0.2% and is excluded from] our [removed: organic] [added: measure of] sales growth [removed: was 0.8%, as compared to 2023.][added: of 2.4% on an organic basis.]

| Gross profit | | | $ | [added: 2,592.2 | | $ |] 2,591.0 | | $ | 2,502.5 | |

Recent Event

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.

- Pricing favorably impacted net sales by 0.7%.

- Fluctuations in currency rates negatively impacted net sales by 0.2%, Fluctuations in currency rates positively impacted our Consumer segment sales growth by 0.2% and negatively impacted our Flavor Solutions segment sales growth by 0.6%.

Our gross profit margin decreased by 60 basis points primarily driven by increased commodity costs including the impact of tariffs, unfavorable product mix, and increased conversion costs including costs to support capacity for future growth, partially offset by pricing actions and CCI-led cost savings.

Selling, general, and administrative (SG&A) expense as a percentage of sales decreased by 70 basis points, primarily driven by lower performance-based employee compensation expense, lower distribution expense, and CCI-led cost savings including SG&A streamlining initiatives, partially offset by increased brand marketing expense.

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 expect 2026 transaction and integration expenses to include a step-up in inventory to fair value related to the recent acquisition of an additional 25% ownership interest in McCormick de Mexico.

This step-up will be recognized in cost of goods sold as the related inventory is sold.

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, and because we cannot reasonably predict the amount of the anticipated non-cash gain from remeasuring the previously held equity interest in McCormick de Mexico to fair value.

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 expect adjusted diluted earnings

| | | | 2025 | | | 2024 | | |

Pricing actions favorably impacted sales by 0.7%.

Favorable volume and product mix increased sales by 1.2% driven by favorable volume and product mix from our Consumer segment of 2.1% offset by unfavorable volume and product mix from our Flavor Solutions segment of 0.2%.

Foreign currency rates decreased sales by 0.2%.

| | | | 2025 | | | 2024 | | |

| Gross profit | | | $ | 2,592.2 | | $ | 2,591.0 | |

| Gross profit margin | | | 37.9 | | % | 38.5 | | % |

Gross profit for 2025 increased by $1.2 million, which is comparable to 2024.

Our gross profit margin was 37.9%, a decrease of 60 basis points, driven by increased commodity costs including the impact of tariffs, unfavorable product mix, and increased conversion cost including costs to support capacity for future growth, partially offset by pricing actions and CCI program-led cost savings.

Excluding the impact of special charges related to the step up of acquired inventory included in cost of goods sold, adjusted gross margin was 37.9% for 2025.

| | | | 2025 | | | 2024 | | |

SG&A expense decreased by $20.9 million in 2025 as compared to 2024, driven primarily by lower performance-based employee compensation expense, lower distribution expense, and CCI-led cost savings including the impact of SG&A streamlining actions, partially offset by increased brand marketing expense and higher selling and marketing costs.

SG&A as a percent of net sales decreased by 70 basis points.

| | | | 2025 | | | 2024 | | |

| Special charges | | | $ | 21.1 | | $ | 9.5 | |

During 2025, we recorded $21.1 million of special charges, including transaction and integration expenses.

Those expenses consisted principally of $15.9 million of employee severance and related benefits associated with our SG&A streamlining actions, $3.3 million associated with other actions and $1.9 million of transaction and integration costs.

| | | | 2025 | | | 2024 | | |

Other income, net, decreased by $9.0 million compared to the prior year primarily due to a lower level of interest income driven by lower interest rates and lower non-service cost income associated with our pension and postretirement benefit plans.

| | | | 2025 | | | 2024 | | |

With over 20

- Pricing actions contributed 0.5% to the increase in net sales, driven by the favorable impact of pricing actions in our flavor solutions segment.

- Divestitures negatively impacted our net sales by 0.2%.

- Net sales were favorably impacted by fluctuations in currency rates by 0.3%.

- Excluding the impact of divestitures and fluctuations in currency rates, we grew sales, on an organic basis, by 0.8% over the prior year.

We recognized $9.5 million and $61.2 million of special charges in 2024 and 2023, respectively, related to organization and streamlining actions.

In 2024, operating income was positively impacted by the higher level of sales and an improvement in our gross profit margin as a percentage of sales of 90 basis points as compared to the prior year.

The gross profit margin improvement was driven by the effects of favorable pricing actions, favorable product and customer mix, less scrapped inventory, and cost savings led by our CCI and Global Operating Effectiveness (GOE) programs which were partially offset by higher conversion costs, all as compared to the prior year.

A higher level of SG&A expenses resulted in a 40 basis point increase in SG&A as a percentage of sales with approximately half of that basis point increase attributable to an increase in advertising and promotion spend.

Diluted earnings per share was $2.92 in 2024 and $2.52 in 2023.

2025 Outlook

We expect our 2025 gross profit margin to improve by 50 to 100 basis points from the 38.5% gross profit margin reported in 2024.

This projected increase is primarily driven by (i) positive effects from product mix changes, (ii) anticipated cost savings from our Comprehensive Continuous Improvement (CCI) program, and (iii) a low single-digit percentage impact of inflation in 2025 compared to 2024.

For 2025, we anticipate an increase in operating income of 3% to 5% over the 2024 level, including a 1% unfavorable impact from foreign currency rates.

We project our brand marketing investments in 2025 to rise by high-single digits compared to 2024.

Additionally, we expect approximately $15 million in special charges related to previously announced organizational and streamlining actions; in 2024, special charges totaled $9.5 million.

Excluding projected taxes associated with special charges, we estimate that our adjusted effective tax rate will be approximately 22.0% in 2025, as compared to an adjusted effective tax rate of 20.5% in 2024.

We also expect that our income from unconsolidated operations, including the performance of our largest joint venture, McCormick de Mexico, will decline by a mid-teen percentage rate from the 2024 level, reflecting the strengthening of the U.S. dollar against the Mexican peso.

Adjusted diluted earnings per share, excluding an estimated per share impact from special charges of $0.04, is projected to range from $3.03 to $3.08 in 2025.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Pricing actions, primarily implemented during the prior year, increased sales by 0.5% as compared to 2023.

The divestiture of our Giotti canning business unfavorably impacted sales by 0.2% as compared to the prior year.

Sales were impacted by favorable foreign currency rates that increased sales by 0.3% in 2024 as compared to the prior year.

In 2024, gross profit increased by $88.5 million, or 3.5%, from 2023.

Our gross profit margin for 2024 was 38.5%, an increase of 90 basis points from 37.6% in 2023.

The increase was driven by the favorable impact of our pricing actions, favorable product and customer mix, less scrapped inventory and cost savings led by our CCI and GOE programs.

These favorable impacts were partially offset by higher conversion costs, as compared to 2023.

Selling, general and administrative (SG&A) expense increased by $42.9 million in 2024 as compared to 2023.

That increase in SG&A expense was primarily a result of increased advertising and promotional spend, increased selling and marketing costs and a higher level of research and development expenses which were partially offset by lower performance-based employee and stock-based compensation expense, all as compared to 2023.

SG&A as a percent of net sales for 2024 increased by 40 basis points from the prior year level, as the net impact of the previously mentioned factors was partially offset by the impact of the higher sales base.

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

Operating income increased by $97.3 million, or 10.1%, from $963.0 million in 2023 to $1,060.3 million in 2024.

Special charges decreased by $51.7 million in 2024, as compared to 2023, positively impacting operating income.

Operating income as a percentage of net sales increased by 130 basis points in 2024, to 15.8% in 2024 from 14.5% in 2023 as a result of the factors previously described.

Excluding the effect of special charges, adjusted operating income was $1,069.8 million in 2024 as compared to $1,024.2 million in 2023, an increase of $45.6 million or 4.5% from the 2023 level.

Adjusted operating income as a percentage of net sales increased by 50 basis points in 2024, to 15.9% in 2024 from 15.4% in 2023.

Other income increased $3.5 million as compared to the prior period, driven by an increase in interest income, partially offset by a higher level of foreign currency exchange losses.

This reduction in our effective tax rate is primarily due to a higher level of net discrete tax benefits recorded for 2024.

Numerous countries have enacted the Organization of Economic Corporation and Development’s framework on a global 15% minimum tax, referred to as Pillar 2, which are generally effective for our fiscal year ending November 30, 2025.

We manufacture, market, and distribute [added: herbs,] spices, seasoning mixes, condiments, and other flavorful products to the entire food [added: and beverage] industry: retailers, food manufacturers, and foodservice businesses.

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

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

In [removed: 2024,] [added: 2025,] the [removed: consumer] [added: Consumer] segment contributed approximately [removed: 57%] [added: 58%] of consolidated net sales and [removed: 69%] [added: 67%] of consolidated operating income, and the [removed: flavor solutions] [added: Flavor Solutions] segment contributed approximately [removed: 43%] [added: 42%] of consolidated net sales and [removed: 31%] [added: 33%] of consolidated operating income.

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

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

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

In addition to a broad range of [removed: flavor solutions,] [added: Flavor Solutions,] our long-standing customer relationships are evidence of our effectiveness in building customer [added: intimacy.]

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

[removed: Pepper and other] [added: Pepper, along with various] spices and [removed: herbs are] [added: herbs, is] generally sourced from countries [removed: other than] [added: outside] the U.S. [removed: Other raw materials, like] [added: Raw materials such as] dairy [removed: products] [added: products, onion] and [removed: onion,] [added: soybean oil] are primarily [removed: sourced] [added: obtained] locally, either within the U.S. or from our international locations.

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

Sales to one of our [removed: consumer] [added: Consumer] segment customers, Wal-Mart Stores, Inc., accounted for consolidated sales of approximately 12% in [added: 2025,] 2024, [removed: 2023] and [removed: 2022.][added: 2023.]

Sales to one of our [removed: flavor solutions] [added: Flavor Solutions] segment customers, PepsiCo, Inc., accounted for consolidated sales of approximately [removed: 13%] [added: 12%] in [removed: 2024,] [added: 2025, and] 13% in [removed: 2023,] [added: both 2024] and [removed: 11% in 2022.][added: 2023.]

In [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] the top three customers in our [removed: flavor solutions] [added: Flavor Solutions] segment represented [removed: between 47% and] 49% of our global [removed: flavor solutions] [added: Flavor Solutions] sales.

Throughout our [added: global] business, we [removed: champion equality, supporting parity for women and under-represented groups, as we] work to create ethical, safe, [added: accessible,] and supportive workplaces where [removed: our] [added: all] employees [removed: thrive.][added: thrive and belong.]

Respect for human rights is [removed: fundamental] [added: central] to our business and [removed: its] [added: reflects our] commitment to ethical conduct.

[removed: We] [added: As of November 30, 2025, we] had approximately 14,100 full-time employees [removed: worldwide as of November 30, 2024.][added: worldwide.]

[removed: Our] [added: We maintain positive and constructive employee relations and our] operations have not been affected significantly by work [removed: stoppages, and, in the opinion of management, employee relations are good.][added: stoppages.]

[removed: At] [added: In the United States, approximately 400 employees are covered by a collective bargaining contract and at] our subsidiaries outside the U.S., approximately [removed: 2,500] [added: 2,450] employees are covered by collective bargaining agreements or similar arrangements.

Through our continuous listening strategy, we measure employee engagement [removed: on an ongoing basis to solicit feedback] and [removed: understand the views of] [added: enablement, receiving valuable feedback from] our [removed: employees,] [added: employees on our] work [removed: environment,] [added: environment] and culture.

The results from these surveys are used to [removed: implement] [added: advance] programs and processes [removed: designed] to enhance employee engagement and improve the overall employee experience.

We are committed to the safety, health, and [removed: security] [added: well-being] of our employees.

[removed: Throughout our operations, we strive] [added: Our global safety programs focus on hazard prevention] to ensure that all [removed: of] our employees have access to safe workplaces that allow them to succeed in their jobs.

In addition to the executive officers indicated in the [removed: 2025] [added: 2026] Proxy Statement incorporated by reference in Part III, Item 10 of this Report, the other executive [removed: officers] [added: officer] of McCormick [removed: are Marcos M.][added: is Ana G.]

Ms. [removed: Jenkins] [added: Sanchez] is [removed: 56] [added: 51] years old and, during the last five years, has held the following positions with McCormick: [removed: June 2023] [added: February 2022] to present - [removed: Chief Growth Officer; June 2022 to May 2023 – Chief Strategy Officer & Senior Vice] President, [removed: Investor Relations;] [added: EMEA;] and [removed: January 2017] [added: February 2020] to [removed: June 2022,] [added: January 2022 –] Vice [removed: President, Investor Relations.][added: President Consumer, EMEA.]

In fiscal year [removed: 2024,] [added: 2025,] approximately 39% of sales were from non-U.S. operations.

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

These statements may relate to: general economic and industry conditions, including consumer spending rates, recessions, interest rates, and availability of capital; expectations regarding sales growth potential in various geographies and markets, including the impact of brand marketing support, product innovation, and customer, channel, category, heat platform, and e-commerce expansion; [added: the] expected [added: results of operations of businesses acquired, including the additional 25% ownership interest in McCormick de Mexico; expected] trends in net sales, earnings performance, and other financial measures; the expected impact of pricing actions on the Company's results of operations, including our sales volume and mix as well as gross margins; the expected impact of the inflationary cost environment on our business; the anticipated effects of factors affecting our supply chain, including the availability and prices of commodities and other supply chain resources such as raw materials, packaging, labor, and transportation; the [added: potential impact of trade policies, including tariffs; the impact of legal challenges to U.S tariffs; the] expected impact of productivity improvements, including those associated with our CCI program and the Global Business Services operating model initiative; the ability to identify, attract, hire, retain, and develop qualified personnel and the next generation of leaders; the impact of ongoing [added: or future geopolitical] conflicts, including [removed: those between Russia and Ukraine and] the [removed: war in the Middle East, particularly regarding the] potential for broader economic disruption; expected working capital improvements; the anticipated timing and costs of implementing our business transformation initiative, which includes the implementation of a global enterprise resource planning (ERP) system; the expected impact of accounting pronouncements; expectations regarding pension and postretirement plan contributions and anticipated charges associated with those plans; the holding period and market risks associated with financial instruments; the impact of foreign exchange fluctuations; the adequacy of internally generated funds and existing sources of liquidity, such as the availability of bank financing; the anticipated sufficiency of future cash flows to enable payments of interest, repayment of short- and long-term debt, working capital needs, planned capital expenditures, quarterly dividends, and our ability to obtain additional short- and long-term financing or issue additional debt securities; and expectations regarding purchasing shares of McCormick's common stock under the existing repurchase authorization.

Results may be materially affected by factors such as: the Company's ability to drive revenue growth; the Company's ability to increase pricing to offset, or partially offset, inflationary pressures on the cost of our products; damage to the Company's reputation or brand name; loss of brand relevance; increased private label use; the Company's ability to [added: offset cost pressures or business impacts related to trade policies, including tariffs; the Company's ability to] drive productivity improvements, including those related to our CCI program and other streamlining actions; product quality, labeling, or safety concerns; negative publicity about our products; actions by, and the financial condition of, competitors and customers; the longevity of mutually beneficial relationships with our large customers; the ability to identify, interpret and react to changes in consumer preference and demand; business interruptions due to natural disasters, unexpected events or public health crises; issues affecting the Company's supply chain and procurement of raw [added: materials, including fluctuations in the cost and availability of raw and packaging materials; labor shortage, turnover and labor cost increases; the impact of changing political and geopolitical conditions, including conflicts and the potential for broader economic disruption; government regulation, and changes in legal and regulatory requirements]

[removed: materials, including fluctuations in the cost] and [removed: availability of raw and packaging materials; labor shortage, turnover and labor cost increases; the impact of the ongoing conflicts between Russia and Ukraine and the war in the Middle East, including the potential for broader economic disruption; government regulation, and changes in legal and regulatory requirements and] enforcement practices; the lack of successful acquisition and integration of new businesses; global economic and financial conditions generally, availability of financing, interest and inflation rates, and the imposition of tariffs, quotas, trade barriers and other similar restrictions; foreign currency fluctuations; the effects of our amount of outstanding indebtedness and related level of debt service as well as the effects that such debt service may have on the Company's ability to borrow or the cost of any such additional borrowing, our credit rating, and our ability to react to certain economic and industry conditions; impairments of indefinite-lived intangible assets; assumptions we have made regarding the investment return on retirement plan assets, and the costs associated with pension obligations; the stability of credit and capital markets; risks associated with the Company's information technology systems, including the threat of data breaches and cyber-attacks; the Company's inability to successfully implement our business transformation initiative; fundamental changes in tax laws; including interpretations and assumptions we have made, and guidance that may be issued, and volatility in our effective tax rate; climate change; Environmental, Social and Governance (ESG) matters; infringement of intellectual property rights, and those of customers; litigation, legal and administrative proceedings; the Company's inability to achieve expected and/or needed cost savings or margin improvements; negative employee relations; and other risks described herein under Part I, Item 1A "Risk Factors."

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

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

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

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

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

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

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

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

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

intimacy.

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

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

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

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

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

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

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

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

We have approximately 400 employees in the U.S. who are covered by a collective bargaining contract.

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

Gabriel, Katherine A.

Jenkins, and Ana G.

Mr. Gabriel is 53 years old and, during the last five years has held the following positions within McCormick: December 2024 to present - Executive Vice President and Chief Financial Officer; March 2024 to November 2024 - Senior Vice President Global Finance and Capital Markets; June 2023 to February 2024 - Senior Vice President, Finance and Global Business Services; August 2022 to May 2023 - Chief Transformation Officer; and August 2017 to July 2020 - Chief Financial Officer Americas.

Ms. Sanchez is 49 years old and, during the last five years, has held the following positions with McCormick: February 2022 to present - President, EMEA; February 2020 to January 2022 – Vice President Consumer, EMEA, and November 2018 to January 2020 – Vice President Marketing, EMEA.

For the fiscal year ended November 30, [removed: 2024][added: 2025]

The aggregate market value of the Voting Common Stock held by non-affiliates at May [removed: 31, 2024: $1,153,048,198][added: 30, 2025: $1,099,419,345]

The aggregate market value of the Non-Voting Common Stock held by non-affiliates at May [removed: 31, 2024: $18,200,459,672][added: 30, 2025: $18,403,576,766]

| Proxy Statement for McCormick’s March [removed: 26, 2025] [added: 25, 2026] Annual Meeting of Stockholders (the [removed: “2025] [added: “2026] Proxy Statement”) | | | Part III | | |

| Common Stock | | | 14,851,729 | | | December 31, 2025 | | |

| Common Stock Non-Voting | | | 253,586,510 | | | December 31, 2025 | | |

Check one:

| Common Stock | | | 15,636,290 | | | December 31, 2024 | | |

| Common Stock Non-Voting | | | 252,517,977 | | | December 31, 2024 | | |

The team devotes significant resources to our cybersecurity risk management, which focuses on developing and implementing strategies and processes to protect the confidentiality, integrity, and availability of our assets and those of our consumers, customers and employees and seeks to continually improve our policies and practices to protect our platforms, adapt to changes in regulations, identify potential and emerging security risks [added: such as those due to the increased availability of artificial intelligence] and develop mitigation strategies for those risks.

[added: We believe that these] actions provide adequate measures of protection against security breaches and generally reduce our cybersecurity risks, and we have not had a material cybersecurity threat or attack to date.

The Board, at least annually, and the Audit Committee, periodically throughout the year, receive regular reports from our Chief Information Security Officer (“CISO”) and members of the information security team on, among other things, recent developments, the state of the information security program, assessments of risks and threats to our information security systems, information security considerations arising with respect to our peers and [removed: third parties, third-party and independent reviews, and processes to maintain and strengthen information security systems.]

third parties, third-party and independent reviews, and processes to maintain and strengthen information security systems.

We have adopted governance policies and procedures related to artificial intelligence development, deployment and monitoring.

We believe that these

The following is a list of our principal manufacturing properties, all of which are owned except for the facilities in Commerce, California; Lakewood, New Jersey; Melbourne, Australia; [removed: Florence, Italy;] and [removed: a portion of the facility in Littleborough, England,] [added: Florence, Italy,] which are leased.

The manufacturing facilities that we own in Guangzhou, [removed: Shanghai] [added: Shanghai,] and Wuhan, China are each located on land subject to long-term leases:

Cuautitlán de Romero [removed: Rubio–flavor solutions][added: Rubio–Consumer and Flavor Solutions (2 principal plants)]

San Luis Potosí–Consumer and Flavor Solutions

Littleborough, England–flavor solutions

The market price of our common stock at the close of business on December 31, [removed: 2024] [added: 2025] was [removed: $75.80] [added: $68.01] per share for the Common Stock and [removed: $76.24] [added: $68.11] per share for the Common Stock Non-Voting.

The approximate number of holders of our common stock based on record ownership as of December 31, [removed: 2024] [added: 2025] was as follows:

| Common Stock, par value $0.01 per share | | | [removed: 2,100] [added: 1,745] | | |

| Common Stock Non-Voting, par value $0.01 per share | | | [removed: 8,600] [added: 7,924] | | |

The following table summarizes our purchases of Common Stock (CS) and Common Stock Non-Voting (CSNV) during the fourth quarter of [removed: 2024:][added: 2025:]

As of November 30, [removed: 2024,] [added: 2025,] approximately [removed: $448] [added: $414] million remained of a $600 million share repurchase authorization approved by the Board of Directors in November 2019.

During fiscal [removed: 2024,] [added: 2025,] we issued [removed: 1,028,181] [added: 1,105,409] shares of CSNV in exchange for shares of CS and issued [removed: 14,083] [added: 24,157] shares of CS in exchange for shares of CSNV.

| September 1, 2025 to September 30, 2025 | | | CS - 19,883 CSNV - 0 | | | $64.39 \- | | | 19,883 \- | | | $418 million | | |

| October 1, 2025 to October 31, 2025 | | | CS - 15,384 CSNV - 0 | | | $67.12 \- | | | 15,384 \- | | | $417 million | | |

| November 1, 2025 to November 30, 2025 | | | CS - 51,912 CSNV - 0 | | | $64.81 \- | | | 51,912 \- | | | $414 million | | |

| Total | | | CS - 87,179 CSNV - 0 | | | $65.12 \- | | | 87,179 \- | | | $414 million | | |

On November 11, 2025, various trusts affiliated with Lawrence Kurzius, former McCormick Chairman, President and CEO who retired from our Board as Executive Chairman on March 26, 2025 and current beneficial owner of more than five percent of the CS of the Company, sold 39,014 shares of McCormick CS as a part of McCormick's authorized share repurchase program for $2,517,964.

The repurchase price per share was equal to the average of the high and low trading price of the CSNV on the date McCormick agreed to repurchase the shares.

| September 1, 2024 to September 30, 2024 | | | CS - 0 CSNV - 0 | | | \- \- | | | \- \- | | | $472 million | | |

| October 1, 2024 to October 31, 2024 | | | CS - 298,310 CSNV - 0 | | | $80.64 \- | | | 298,310 \- | | | $448 million | | |

| November 1, 2024 to November 30, 2024 | | | CS - 437 CSNV - 0 | | | $78.51 \- | | | 437 \- | | | $448 million | | |

| Total | | | CS - 298,747 CSNV - 0 | | | $80.64 \- | | | 298,747 \- | | | $448 million | | |

On October 9, 2024, we repurchased 55,538 shares of our CS from our U.S. pension plan to facilitate the plan’s rebalancing of its asset allocation.

Additionally, on October 10, 2024, October 11, 2024, October 15, 2024 and October 16, 2024, we purchased 55,000 shares each day, for a total of 220,000 shares of our CS from our U.S. pension plan to facilitate the plan's rebalancing of its asset allocation.

The prices paid per share represented the average of the high and low prices of the common shares on October 9, 2024, October 10, 2024, October 11, 2024, October 15, 2024, and October 16, 2024, respectively.

On October 2, 2024, we purchased 22,772 shares of our CS from our U.S. defined contribution retirement plan to manage shares, based upon participant activity, in the plan's company stock fund.

The price paid per share represented the closing price of the CS on October 2, 2024.

Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting, based on our assessment, we have concluded with reasonable assurance that our internal control over financial reporting was effective as of November 30, [removed: 2024.][added: 2025.]

Our internal control over financial reporting as of November 30, [removed: 2024] [added: 2025] has been audited by Ernst & Young LLP.

[removed: ][added: ]

[removed: ][added: ]

][added: Signature.jpg](https://www.sec.gov/Archives/edgar/data/63754/000006375426000037/mkc-20251130_g4.jpg)]

We have audited McCormick & Company, Incorporated’s internal control over financial reporting as of November 30, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, McCormick & Company, Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 30, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated income statements, statements of comprehensive income, cash flow statements and statements of shareholders’ equity for each of the three years in the period ended November 30, [removed: 2024,] [added: 2025,] and the related notes and the financial statement schedule listed in the Index at item 15(2) and our report dated January [removed: 23, 2025] [added: 22, 2026] expressed an unqualified opinion thereon.

[removed: ][added: ]

We have audited the accompanying consolidated balance sheets of McCormick & Company, Incorporated (the Company) as of November 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated income statements, statements of comprehensive income, cash flow statements and statements of shareholders’ equity for each of the three years in the period ended November 30, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at item 15(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended November 30, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of November 30, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January [removed: 23, 2025] [added: 22, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At November 30, [removed: 2024,] [added: 2025,] the Company's indefinite-lived intangible assets consist of brand names and trademarks with an aggregate carrying value of approximately $3.0 billion. As explained in Note 1 to the consolidated financial statements, these assets are assessed for impairment at least annually using the relief-from-royalty methodology to determine their fair values. If the fair value of any brand name or trademark is less than its carrying amount, an impairment loss is recognized in an amount equal to the difference. Auditing the Company's impairment assessments is complex due to the significant estimation required in determining the fair value of the brand names and trademarks. Significant management judgment is also involved in determining whether individual brand names and trademarks should be grouped for purposes of the fair value determination or must be evaluated individually. The Company's methodologies for estimating the fair value of these assets involve significant assumptions and inputs, including projected financial information for net sales and operating profit by brand, royalty rates, and discount rates, all of which are sensitive to and affected by economic, industry, and company-specific qualitative factors. These significant assumptions and inputs are forward-looking and could be affected by future economic and market conditions. | | |

| for the year ended November 30 (millions except per share data) | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 6,723.7] [added: 6,840.3] | | $ | [removed: 6,662.2] [added: 6,723.7] | | $ | [removed: 6,350.5] [added: 6,662.2] | |

| Cost of goods sold | | | [removed: 4,132.7] [added: 4,248.1] | | | [removed: 4,159.7] [added: 4,132.7] | | | [removed: 4,076.0] [added: 4,159.7] | | |

| Gross profit | | | [removed: 2,591.0] [added: 2,592.2] | | | [removed: 2,502.5] [added: 2,591.0] | | | [removed: 2,274.5] [added: 2,502.5] | | |

| Selling, general and administrative expense | | | [removed: 1,521.2] [added: 1,500.3] | | | [removed: 1,478.3] [added: 1,521.2] | | | [removed: 1,357.1] [added: 1,478.3] | | |

[removed: | Transaction] [added: *Transaction] and [removed: integration expenses | | | — | | | — | | | 2.2 | | |][added: Integration Expenses*]

| Special charges | | | [removed: 9.5] [added: 21.1] | | | [removed: 61.2] [added: 9.5] | | | [removed: 51.6] [added: 61.2] | | |

| Operating income | | | [removed: 1,060.3] [added: 1,070.8] | | | [removed: 963.0] [added: 1,060.3] | | | [removed: 863.6] [added: 963.0] | | |

| Interest expense | | | [removed: 209.4] [added: 196.2] | | | [removed: 208.2] [added: 209.4] | | | [removed: 149.1] [added: 208.2] | | |

| Other income, net | | | [removed: 47.4] [added: 38.4] | | | [removed: 43.9] [added: 47.4] | | | [removed: 98.3] [added: 43.9] | | |

| Income from consolidated operations before income taxes | | | [removed: 898.3] [added: 913.0] | | | [removed: 798.7] [added: 898.3] | | | [removed: 812.8] [added: 798.7] | | |

| Income tax expense | | | [removed: 184.0] [added: 195.8] | | | [removed: 174.5] [added: 184.0] | | | [removed: 168.6] [added: 174.5] | | |

| Net income from consolidated operations | | | [removed: 714.3] [added: 717.2] | | | [removed: 624.2] [added: 714.3] | | | [removed: 644.2] [added: 624.2] | | |

| Income from unconsolidated operations | | | [removed: 74.2] [added: 72.2] | | | [removed: 56.4] [added: 74.2] | | | [removed: 37.8] [added: 56.4] | | |

| Net income | | | $ | [removed: 788.5] [added: 789.4] | | $ | [removed: 680.6] [added: 788.5] | | $ | [removed: 682.0] [added: 680.6] | |

| Earnings per share–basic | | | $ | 2.94 | | $ | [removed: 2.54] [added: 2.94] | | $ | 2.54 | |

| Earnings per share–diluted | | | $ | [removed: 2.92] [added: 2.93] | | $ | [removed: 2.52] [added: 2.92] | | $ | 2.52 | |

| for the year ended November 30 (millions) | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Net income attributable to non-controlling interest | | | [removed: 7.5] [added: 6.1] | | | [removed: 5.5] [added: 7.5] | | | [removed: 6.2] [added: 5.5] | | |

| Unrealized components of pension and other postretirement plans | | | [removed: (24.3)] [added: 14.3] | | | [removed: (3.1)] [added: (24.3)] | | | [removed: 149.2] [added: (3.1)] | | |

| Currency translation adjustments | | | [removed: (90.7)] [added: 123.4] | | | [removed: 92.5] [added: (90.7)] | | | [removed: (161.8)] [added: 92.5] | | |

| Change in derivative financial instruments | | | [removed: 3.3] [added: (6.4)] | | | [removed: (6.8)] [added: 3.3] | | | [removed: 3.3] [added: (6.8)] | | |

| Deferred taxes | | | [removed: 4.6] [added: (3.5)] | | | [removed: 8.0] [added: 4.6] | | | [removed: (46.8)] [added: 8.0] | | |

| Total other comprehensive income (loss) | | | [removed: (107.1)] [added: 127.8] | | | [removed: 90.6] [added: (107.1)] | | | [removed: (56.1)] [added: 90.6] | | |

| Comprehensive income | | | $ | [removed: 688.9] [added: 923.3] | | $ | [removed: 776.7] [added: 688.9] | | $ | [removed: 632.1] [added: 776.7] | |

| at November 30 (millions) | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 186.1] [added: 95.9] | | $ | [removed: 166.6] [added: 186.1] | |

January 22, 2026


January 22, 2026

| Acquisition of business | | | (34.1) | | | — | | | — | | | | | | | | |

| Net income | | | | | | | | | | | | 789.4 | | | — | | | — | | | 789.4 | | |

| Dividends | | | | | | | | | — | | | (491.2) | | | — | | | — | | | (491.2) | | |

| Shares purchased and retired | | | (0.6) | | | — | | | (24.6) | | | (26.8) | | | — | | | — | | | (51.4) | | |

| Shares issued | | | 0.9 | | | 0.1 | | | 24.4 | | | — | | | — | | | — | | | 24.4 | | |

| Balance, November 30, 2025 | | | 14.9 | | | 253.5 | | | $ | 2,283.2 | | $ | 3,816.4 | | $ | (363.1) | | $ | 31.6 | | $ | 5,768.1 | |

Basis of Presentation

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

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

| (millions) | | | 2025 | | |

| Obligation at beginning of year | | | $ | 417.4 | |

| Invoice amounts added | | | 1,124.8 | | |

| Invoice amounts paid | | | (1,209.7) | | |

| Foreign currency translation and other adjustments | | | (0.4) | | |

| Obligation at end of year | | | $ | 332.1 | |

| 2025 | | | $ | 4,867.8 | | $ | 1,268.5 | | $ | 704.0 | | $ | 6,840.3 | |

prudent and feasible tax planning strategies.

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

Accounting Pronouncements Adopted in 2025

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

In September 2025, the FASB issued ASU No. 2025-06: *Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40): Targeted Improvements to the Accounting for Internal-Use Software* that changes the guidance on when to begin capitalizing costs to develop internal-use software.

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

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

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

In November 2025, the FASB issued ASU No. 2025-09: *Derivatives and Hedging (Topic 815), Hedge Accounting Improvements* that better aligns the hedge accounting model with risk management activities.

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

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

| Other costs | | | 3.3 | | | 6.8 | | | 26.8 | | |

| Special charges | | | $ | 21.1 | | $ | 9.5 | | $ | 61.2 | |

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

*Special Charges*

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

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

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

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

On March 31, 2025, we purchased substantially all of the assets of Jurado, Inc. (Jurado), a supplier of chili mash located in Las Cruces, New Mexico.

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

January 23, 2025

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Asset impairments included in special charges | | | — | | | — | | | 10.0 | | | | | | | | |

| Proceeds from sale of intangible asset | | | — | | | — | | | 13.6 | | | | | | | | |

| Balance, November 30, 2021 | | | 17.8 | | | 249.5 | | | $ | 2,055.1 | | $ | 2,782.4 | | $ | (426.5) | | $ | 14.5 | | $ | 4,425.5 | |

| Dividends | | | | | | | | | — | | | (402.3) | | | — | | | — | | | (402.3) | | |

| Shares purchased and retired | | | (0.7) | | | — | | | (20.0) | | | (39.6) | | | — | | | — | | | (59.6) | | |

| Shares issued | | | 1.4 | | | — | | | 43.2 | | | — | | | — | | | — | | | 43.2 | | |

Consolidation

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

| 2022 | | | $ | 4,551.7 | | $ | 1,116.4 | | $ | 682.4 | | $ | 6,350.5 | |

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

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

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

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

Special charges consist of expenses, including related impairment charges,

Upon presentation of any such proposed action (generally including details with respect to estimated costs, which typically consist principally of employee severance and related benefits, together with ancillary costs associated with the action that may include a non-cash component, such as an asset impairment, or a component which relates to inventory adjustments that are included in cost of goods sold; impacted employees or operations; expected timing; and expected savings) to the Management Committee and the Committee’s advance approval, expenses associated with the approved action are classified as special charges upon recognition and monitored on an ongoing basis through completion.

| Other costs in the income statement | | | | | | | | | | | |

| Cash | | | 6.8 | | | 24.6 | | | 7.4 | | |

| Non-Cash | | | — | | | 2.2 | | | 24.0 | | |

| Gain on sale of exited brand | | | — | | | — | | | (13.6) | | |

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

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

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

Upon all eligible

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

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

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

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

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

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

| | | | 8,271.4 | | | — | | | 8,305.7 | | | — | | |

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

| Decrease from sale of business | | | — | | | — | | | — | | | (0.4) | | |

| | | | $ | 483.1 | | $ | 272.2 | |

| 3.15% notes due 8/15/2024 | | | $ | — | | $ | 700.0 | |

| 7.63%–8.12% notes due 2024 | | | — | | | 55.0 | | |

| | | | 3,858.8 | | | 4,139.2 | | |

| | | | $ | 3,593.6 | | $ | 3,339.9 | |

Management’s report on our internal control over financial reporting and the report of our Independent Registered Public Accounting Firm on internal control over financial reporting are included in our [removed: 2024] [added: 2025] financial statements in Item 8 of this Report under the captions entitled “Report of Management” and "Report of Independent Registered Public Accounting Firm.”

None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal year [removed: 2024.][added: 2025.]

Information responsive to this item is set forth in the sections titled “Corporate Governance,” “Election of Directors,” and "Insider Trading Policies and Procedures" in our [removed: 2025] [added: 2026] Proxy Statement, incorporated by reference herein, to be filed within 120 days after the end of our fiscal year.

Information responsive to this item is incorporated herein by reference to the sections titled “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation and Human Capital Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Narrative to the Summary Compensation Table,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested in Last Fiscal Year,” “Retirement Benefits,” “Non-Qualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Compensation and Human Capital Committee Interlocks and Insider Participation,” “Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information”, and “Equity Compensation Plan Information” in the [removed: 2025] [added: 2026] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the sections titled “Principal Stockholders,” “Election of Directors,” and “Equity Compensation Plan Information” in the [removed: 2025] [added: 2026] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the section entitled “Corporate Governance” in the [removed: 2025] [added: 2026] Proxy Statement.

Information responsive to this item is incorporated herein by reference to the section titled “Report of Audit Committee" and "Fees of Independent Registered Public Accounting Firm” in the [removed: 2025] [added: 2026] Proxy Statement.

The Consolidated Financial Statements for McCormick & Company, Incorporated and related notes, together with the Report of Management, and the Reports of Ernst & Young LLP dated January [removed: 23, 2025,] [added: 22, 2026,] are included herein in Part II, Item 8.

| | | | [removed: (iv)] [added: (vi)] | | | [Form of [removed: 3.25%] [added: 2.50%] Notes due [removed: 2025,] [added: 2030,] incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated [removed: November 3, 2015,] [added: April 13, 2020,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: November 6, 2015.](https://www.sec.gov/Archives/edgar/data/63754/000119312515370073/d45344dex42.htm)] [added: April 16, 2020.](https://www.sec.gov/Archives/edgar/data/63754/000119312520109283/d914567dex42.htm)] | | | | | |

| | | | [removed: (v)] [added: (iv)] | | | [Form of 3.40% Notes due 2027, incorporated by reference from Exhibit 4.4 of McCormick’s Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.](https://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex44.htm) | | | | | |

| | | | [removed: (vi)] [added: (v)] | | | [Form of 4.20% Notes due 2047, incorporated by reference from Exhibit 4.5 of McCormick’s Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.](https://www.sec.gov/Archives/edgar/data/63754/000119312517255976/d438862dex45.htm) | | | | | |

| | | | [removed: (vii)] [added: (ix)] | | | [Form of [removed: 2.50%] [added: 4.95%] Notes due [removed: 2030,] [added: 2033,] incorporated by reference from Exhibit 4.2 of [removed: McCormick’s] [added: McCormick's] Form 8-K dated April [removed: 13, 2020,] [added: 6, 2023,] File No. 1-14920, as filed with the Securities and Exchange Commission on April [removed: 16, 2020.](https://www.sec.gov/Archives/edgar/data/63754/000119312520109283/d914567dex42.htm)] [added: 6, 2023.](https://www.sec.gov/Archives/edgar/data/63754/000119312523094010/d490179dex11.htm)] | | | | | |

| | | | [removed: (viii)] [added: (vii)] | | | [Form of 0.90% Notes due 2026, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated February 11, 2021, File No. 1-14920, as filed with the Securities and Exchange Commission on February 11, 2021.](https://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex42.htm) | | | | | |

| | | | [removed: (ix)] [added: (viii)] | | | [Form of 1.85% Notes due 2031, incorporated by reference from Exhibit 4.3 of McCormick’s Form 8-K dated February 11, 2021, File No. 1-14920, as filed with the Securities and Exchange Commission on February 11, 2021.](https://www.sec.gov/Archives/edgar/data/63754/000119312521038393/d126576dex43.htm) | | | | | |

| | | | (x) | | | [Form of [removed: 4.95%] [added: 4.70%] Notes due [removed: 2033,] [added: 2034,] incorporated by reference from Exhibit 4.2 of [removed: McCormick's] [added: McCormick’s] Form 8-K dated [removed: April 6, 2023,] [added: October 8, 2024,] File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: April 6, 2023.](https://www.sec.gov/Archives/edgar/data/63754/000119312523094010/d490179dex11.htm)] [added: October 8, 2024.](https://www.sec.gov/Archives/edgar/data/63754/000119312524234390/d869386dex42.htm)] | | | | | |

| [added: (19)] | | | [removed: (xi)] | | | [removed: [Form of 4.70% Notes due 2034,] [added: [McCormick Insider Trading Policy,] incorporated by reference from Exhibit [removed: 4.2] [added: 19] of McCormick’s Form [removed: 8-K dated October 8,] [added: 10-K for the fiscal year ended November 30,] 2024, File No. 1-14920, as filed with the Securities and Exchange Commission on [removed: October 8, 2024.](https://www.sec.gov/Archives/edgar/data/63754/000119312524234390/d869386dex42.htm)] [added: January 23, 2025.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex19.htm)] | | | | | |

| | | | [removed: (xii)] [added: (xi)] | | | [Description of Securities of McCormick & Company, Incorporated, incorporated by reference from Exhibit 4(xiii) of McCormick’s Form 10-K for the fiscal year ended November 30, 2021, File No. 1-14920, as filed with the Securities and Exchange Commission on January 27, 2022.](https://www.sec.gov/Archives/edgar/data/63754/000006375422000005/mkc-11302021xex4xiiidescri.htm) | | | | | |

| [removed: (19)] [added: (21)] | | | | | | [removed: [McCormick Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex19.htm)] [added: [Subsidiaries of McCormick](https://www.sec.gov/Archives/edgar/data/63754/000006375426000037/mkc-11302025xex21.htm)] | | | Filed herewith | | |

| [removed: (21)] [added: (23)] | | | | | | [removed: [Subsidiaries] [added: [Consents] of [removed: McCormick](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex21.htm)] [added: experts and counsel](https://www.sec.gov/Archives/edgar/data/63754/000006375426000037/mkc-11302025xex23.htm)] | | | Filed herewith | | |

| | | | (i) | | | [Certification of Brendan M. [removed: Foley,](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm) [Cha](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm)[irman](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm)[, President](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm)[,](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm) [and] [added: Foley, Chairman, President, and] Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375426000037/mkc-11302025xex311.htm)] | | | | | |

| | | | (ii) | | | [Certification [removed: of](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex312.htm) [Marc](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex312.htm)[os] [added: of Marcos] M. [removed: Gabriel](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex312.htm)[,] [added: Gabriel,] Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375426000037/mkc-11302025xex312.htm)] | | | | | |

| | | | (i) | | | [Certification of Brendan M. [removed: Foley,](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex321.htm) [Chairman](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex321.htm)[, President](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex321.htm) [and] [added: Foley, Chairman, President and] Chief Executive Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375426000037/mkc-11302025xex321.htm)] | | | | | |

| | | | (ii) | | | [Certification [removed: of](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm) [Marcos] [added: of Marcos] M. [removed: Gab](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)[r](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)[ie](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)[l](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)[,] [added: Gabriel,] Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/63754/000006375426000037/mkc-11302025xex322.htm)] | | | | | |

| (101) | | | | | | The following financial information from the Annual Report on Form 10-K of McCormick for the year ended November 30, [removed: 2024,] [added: 2025,] filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Income Statements; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Cash Flow Statements; and (vi) Notes to Consolidated Financial Statements. | | | | | |

| (104) | | | | | | Inline XBRL for the cover page of this Annual Report on Form 10-K of McCormick for the year ended November 30, [removed: 2024,] [added: 2025,] filed electronically herewith, included in the Exhibit 101 Inline XBRL Document Set. | | | | | |

| By: | | | /s/ BRENDAN M. FOLEY | | | Chairman, President & | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| By: | | | /s/ MARCOS M. GABRIEL | | | Executive Vice President & Chief | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| By: | | | /s/ GREGORY P. REPAS | | | Vice President & Controller | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ ANNE L. BRAMMAN | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ MICHAEL A. CONWAY | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ BRENDAN M. FOLEY | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ MICHAEL D. MANGAN | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ MARITZA G. MONTIEL | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ MARGARET M.V. PRESTON | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ GARY M. RODKIN | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ VALARIE SHEPPARD | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ JACQUES TAPIERO | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ TERRY S. THOMAS | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| /s/ W. ANTHONY VERNON | | | | | | January [removed: 23, 2025] [added: 22, 2026] | | |

| Year ended November 30, [removed: 2022:] [added: 2025:] | | | | | | | | | | | | | | | | | |

| By: | | | /s/ BRENDAN M. FOLEY | | | Chairman, President & | | | January 22, 2026 | | |

| Allowance for doubtful receivables | | | $ | 4.7 | | $ | (0.2) | | $ | (0.1) | | $ | (0.3) | | $ | 4.1 | |

| Valuation allowance on net deferred tax assets | | | 33.5 | | | 9.9 | | | 0.5 | | | (2.8) | | | 41.1 | | |

| | | | $ | 38.2 | | $ | 9.7 | | $ | 0.4 | | $ | (3.1) | | $ | 45.2 | |

| (23) | | | | | | [Consents of experts and counsel](https://www.sec.gov/Archives/edgar/data/63754/000006375425000005/mkc-11302024xex23.htm) | | | Filed herewith | | |

| | | | | | | | | |

| /s/ LAWRENCE E. KURZIUS | | | | | | January 23, 2025 | | |

| Lawrence E. Kurzius | | | | | | | | |

| /s/ PATRICIA LITTLE | | | | | | January 23, 2025 | | |

| Patricia Little | | | | | | | | |

| Allowance for doubtful receivables | | | $ | 5.2 | | $ | 2.2 | | $ | (0.9) | | $ | 0.8 | | $ | 7.3 | |

| Valuation allowance on net deferred tax assets | | | 32.7 | | | 3.2 | | | (1.7) | | | (7.8) | | | 26.4 | | |

| | | | $ | 37.9 | | $ | 5.4 | | $ | (2.6) | | $ | (7.0) | | $ | 33.7 | |