Stock-based Compensation

6 Months Ended

May 31, 2026

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

We have three types of stock-based compensation awards: restricted stock units (RSUs), stock options, and company stock awarded as part of our long-term performance plan (LTPP). The following table sets forth the stock-based compensation expense recorded in Selling, general and administrative (SG&A) expense (in millions):


	Three months ended May 31,				Six months ended May 31,
	2026		2025		2026		2025
Stock-based compensation expense	$	8.6	$	9.6	$	29.3	$	29.6

Our 2026 annual grant consisted of RSUs and stock awarded under our LTPP and occurred in the first quarter, similar to the 2025 annual grant. Substantially all the RSUs granted in 2026 and 2025 vest ratably over a three-year period or, if earlier, upon the holder’s retirement eligibility date. Stock awarded under our LTPP vest ratably over a three-year period.

The following is a summary of our stock option activity for the six months ended May 31, 2026 and 2025:


	2026			2025
(shares in millions)	Number of Shares	Weighted- Average Exercise Price		Number of Shares	Weighted- Average Exercise Price
Outstanding at beginning of period	5.5	$	73.92	6.1	$	72.25
Exercised	(0.3)	49.82		(0.3)	50.08
Forfeited	—	—		(0.1)	73.45
Outstanding at end of the period	5.2	$	75.16	5.7	$	73.33
Exercisable at end of the period	4.9	$	75.12	4.9	$	72.83

As of May 31, 2026, there is no intrinsic value (the difference between the exercise price and the market price) for options outstanding and options currently exercisable. The total intrinsic value of all options exercised during the six months ended May 31, 2026 and May 31, 2025 was $4.7 million and $8.2 million, respectively.

The following is a summary of our RSU activity for the six months ended May 31, 2026 and 2025:


	2026			2025
(shares in thousands)	Number of Shares	Weighted- Average Grant-Date Fair Value		Number of Shares	Weighted- Average Grant-Date Fair Value
Outstanding at beginning of period	771	$	73.11	533	$	73.68
Granted	624	63.37		526	74.76
Vested	(325)	74.75		(230)	79.01
Forfeited	(40)	69.36		(27)	74.73
Outstanding at end of period	1,030	$	66.84	802	$	72.82

The following is a summary of our LTPP activity for the six months ended May 31, 2026 and 2025:


	2026			2025
(shares in thousands)	Number of Shares	Weighted- Average Grant-Date Fair Value		Number of Shares	Weighted- Average Grant-Date Fair Value
Outstanding at beginning of period	523	$	80.88	539	$	83.45
Granted	226	65.02		177	86.92
Vested	(177)	89.00		(206)	95.00
Forfeited	(10)	76.99		(35)	79.96
Outstanding at end of period	562	$	72.01	475	$	79.97

MCCORMICK & CO INC 10-Q