Foley Brendan M 4

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.