Form 4: McCormick CEO Awarded Shares, Corrects Holdings

McCormick & Co. CEO Brendan M. Foley received 20,198 shares under a long-term incentive program and adjusted previous dividend reinvestment reporting.

Summary

• Brendan M. Foley, Chairman, President & CEO of McCormick & Co Inc (MKC), acquired 20,198 shares of Common Stock Voting on January 19, 2026.
• These shares were awarded pursuant to McCormick's Long-Term Incentive Program (LTIP) for the three-year performance cycle from December 1, 2022, to November 30, 2025, with an acquisition price of $0 per share.
• Foley's direct holdings of voting and non-voting shares were reduced by 64 shares and 2 shares, respectively, to correct an administrative error where October dividend reinvestments reported on November 19, 2025, were inadvertently double-counted.
• Following these transactions, Foley directly beneficially owns 128,972.016 shares of Common Stock Voting.
• Foley also indirectly holds 12,394.927 shares of Phantom Stock through a Non-Qualified Retirement Savings Plan, with each phantom share representing the right to receive one share of Common Stock Voting.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the routine nature of the executive share award, which aligns management incentives with company performance. The administrative error, while a negative, was promptly identified and corrected, mitigating its impact.

Positives

• The award of 20,198 shares to the CEO under the Long-Term Incentive Program demonstrates alignment of executive compensation with company performance over a multi-year cycle.

Negatives

• An administrative error led to the double-counting of October dividend reinvestments, requiring a correction to the reported beneficial ownership.

Risks

• The administrative error in reporting dividend reinvestments, though corrected, indicates a minor internal control issue that could potentially lead to misstatements if not properly managed.

Future Outlook

The shares awarded are tied to a Long-Term Incentive Program performance cycle that concluded on November 30, 2025, indicating that the award reflects past performance rather than future guidance. However, the existence of such programs suggests a continued focus on executive performance incentives.

Management Comments

• Shares awarded pursuant to McCormick's Long-Term Incentive Program (LTIP) for the three (3) year performance cycle beginning on December 1, 2022 and ending on November 30, 2025.
• The reporting person’s direct holdings of voting and non-voting shares has been reduced by 64 shares and 2 shares, respectively, because the October dividend reinvestments reported on November 19, 2025 were inadvertently included twice due to an administrative error.

Industry Context

This Form 4 filing details a routine insider transaction involving an executive share award and a minor correction to reported holdings. Such awards are common practice across industries to align executive interests with shareholder value, particularly in established consumer staple companies like McCormick.

Stakeholder Impact

• Shareholders: The increase in the CEO's direct beneficial ownership through an LTIP award aligns executive interests with shareholder value. The correction of a minor administrative error ensures accurate reporting of insider holdings.

Key Dates

Keywords

McCormick & Co, MKC, Brendan M. Foley, SEC Form 4, Insider Transaction, Share Award, Long-Term Incentive Program, Executive Compensation, Beneficial Ownership, Phantom Stock