Foley Brendan M 4

4 · MCCORMICK & CO INC · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

McCormick (MKC) CEO Brendan Foley Exercises Awards, Sells Shares

What Happened

Brendan M. Foley, Chairman, President & CEO of McCormick & Co. Inc., reported exercise/conversion of derivative awards and share dispositions on Feb 15, 2026. The filing shows two exercise/conversion (code M) entries of 19,183 shares each (one reported as acquired, one as disposed/derivative) and two tax-withholding (code F) share dispositions of 9,762 and 8,403 shares. The withheld shares were sold at $71.61 per share for proceeds of $699,057 and $601,739, respectively (combined ≈ $1,300,796). The transactions reflect award conversion and routine tax withholding rather than an open-market investment decision.

Key Details

Transaction date: February 15, 2026; Filing date: February 18, 2026.
Exercise/Conversion (M): 19,183 shares acquired (one entry) and 19,183 shares disposed (one entry, derivative).
Tax withholding/sales (F): 9,762 shares sold at $71.61 for $699,057; 8,403 shares sold at $71.61 for $601,739.
Total proceeds reported from the two withholding-related sales: ~$1.30 million.
Shares owned following reported transactions: Not disclosed in the provided filing data.
Notable footnotes from the filing:
- F1: Shares were withheld to cover taxes on previously reported LTIP shares.
- F2/F4/F5: Restricted Stock Units (RSUs) — no purchase price; RSUs vest in thirds beginning Feb 15, 2026; some RSUs were granted Feb 7, 2025.
- F3: Phantom stock entries represent rights to receive one voting share each, payable in shares under the Non‑Qualified Retirement Savings Plan.
Timeliness: The filing date is Feb 18 for Feb 15 transactions. Form 4s are generally due within two business days; review the official filing for any timeliness notice.

Context

These transactions appear to be award conversions/settlements with shares withheld to cover tax liabilities — a common, routine outcome of RSU/phantom stock vesting or option conversion (often called a cashless settlement). Such withholding sales typically do not signal a discretionary open-market sale by the insider.
For retail investors, award exercises followed by withholding are administrative; purchases are generally stronger signals of insider conviction. This filing documents compensation-related activity rather than a straightforward buy/sell for cash.

Form 4

Period: 2026-02-15

Chairman, President & CEO

Transactions

Tax Payment
Common Stock - Voting
[F1]
2026-02-15$71.61/sh−9,762$699,057→ 119,210.016 total
Exercise/Conversion
Common Stock - Voting
[F2]
2026-02-15+19,183→ 138,393.016 total
Tax Payment
Common Stock - Voting
2026-02-15$71.61/sh−8,403$601,739→ 129,990.016 total
Exercise/Conversion
Restricted Stock Units
[F2][F5][F4]
2026-02-15−19,183→ 38,366 total
→ Common Stock - Voting (19,183 underlying)

Holdings

Common Stock - Non Voting
1,371.457
Phantom Stock
[F3]
(indirect: Non Qualified Retirement Savings Plan)
→ Common Stock - Voting (0 underlying)
12,394.927

Footnotes (5)

[F1]Shares withheld for taxes on the shares previously reported on 1/21/2026 for McCormick's Long-Term Incentive Plan.
[F2]Restricted Stock Units; No purchase price required.
[F3]Each share of phantom stock represents the right to receive one share of Common Stock - Voting. Shares of Phantom Stock are payable in shares of Common Stock - Voting in accordance with the terms of the Non-Qualified Retirement Savings Plan.
[F4]The Restricted Stock Units vest in thirds over a three-year period beginning February 15, 2026, February 15, 2027 and February 15, 2028.
[F5]The Restricted Stock Units granted on February 7, 2025.

Signature

Jason E. Wynn, Attorney-in-Fact|2026-02-18

1 file