Foust Andrew 4

What Happened
Andrew Foust, President, Americas of McCormick & Co. (MKC), had derivative awards converted and shares withheld for taxes on Feb 15, 2026. The filing shows a conversion/exercise or similar conversion of 2,900 derivative-based awards (reported as code M — exercise/conversion). Separately, 2,040 shares were withheld at $71.61 each for taxes (disposed for $146,084) and 965 shares were withheld at $71.61 each for taxes (disposed for $69,104), for a total tax-withholding disposition of 3,005 shares and $215,188. One derivative line also shows 2,900 shares disposed (no price reported).

Key Details

• Transaction date(s): February 15, 2026; Form 4 filed February 18, 2026 (see filing for timeliness).
• Exercise/conversion: 2,900 shares (code M — acquired per filing; also a 2,900-share derivative disposal line reported).
• Tax withholding (code F): 2,040 shares @ $71.61 = $146,084 and 965 shares @ $71.61 = $69,104 (total withheld = 3,005 shares; $215,188).
• Shares owned after the transaction: not specified in the data you provided (check full Form 4 for post-transaction holdings).
• Relevant footnotes:
  • F1: Withheld shares were for taxes on shares previously reported on 1/21/2026.
  • F2: These are Restricted Stock Units (RSUs); no purchase price required.
  • F3: RSUs vest in thirds over three years beginning Feb 15, 2026.
  • F4: The RSUs were originally granted Feb 7, 2025.

Context

• Code M indicates an exercise or conversion of a derivative award (here, RSUs/awarded shares converting to common stock). Code F indicates shares were withheld to satisfy tax obligations — a routine administrative step, not an open-market sale by choice.
• Because the filing reflects award conversion/vesting and tax withholding, this is typical compensation-related activity rather than an independent purchase that would signal a direct bullish bet by the insider.