
	Three months ended August 31,				Nine months ended August 31,
	2026		2025		2026		2025
Transaction and integration expenses	$	95.3	$	0.9	$	160.8	$	1.7
Asset impairment	43.1		—		43.1		—
Employee severance and related benefits	1.8		1.3		19.8		12.7
Other costs	1.3		1.7		2.9		2.3
Special charges	$	141.5	$	3.9	$	226.6	$	16.7
Inventory step-up included in Cost of goods sold	—		1.0		15.0		1.0
Transaction expenses included in Interest expense	$	12.4	—		19.2		$	—
Total special charges	$	153.9	$	4.9	$	260.8	$	17.7

In our consolidated income statement, we include a separate line item captioned Special charges in arriving at our consolidated operating income. Special charges consist of expenses associated with certain actions undertaken to reduce fixed costs, simplify or improve processes, and enhance our competitiveness. These charges are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee, comprised of our senior management, including our Chairman, President, and Chief Executive Officer. Expenses associated with any approved action are classified as special charges upon recognition and monitored on an ongoing basis through completion. Included in Special charges are transaction and integration costs incurred in conjunction with acquisitions and impairments of long-lived assets.

During the three and nine months ended August 31, 2026, we recorded $95.3 million and $160.8 million, respectively, of transaction and integration expenses primarily related to our pending merger with Unilever Foods announced on March 31, 2026, as discussed in Note 2. These charges were incurred to directly support due diligence, deal execution, and integration activities and are primarily comprised of banking, legal, and consulting fees. Additional transaction costs of $12.4 million and $19.2 million for the three and nine months ended August 31, 2026, respectively, were recognized in Interest expense related to the amortization of debt financing fees associated with our pending merger with Unilever Foods.

The following transaction and integration expenses recorded in 2026 relate to the pending Merger Agreement with Unilever Foods (in millions) for the three and nine months ended August 31, 2026:


	Three months ended		Nine months ended
	August 31, 2026		August 31, 2026
Transaction and integration expenses in Special charges	$	94.6	$	152.0
Transaction expenses included in Interest expense	12.4		19.2
Total special charges related to the pending Unilever transaction	$	107.0	$	171.2

During the three months ended August 31, 2026, we recorded $95.3 million of transaction and integration expenses including $94.6 million related to our pending merger with Unilever Foods, which is described above, and $0.7 million related to our acquisition of McCormick de Mexico that closed on January 2, 2026.

During the nine months ended August 31, 2026, we recorded $160.8 million of transaction and integration expenses including $152.0 million related to our pending merger with Unilever Foods which is described above and $8.8 million related to our acquisition of McCormick de Mexico that closed on January 2, 2026, as discussed in Note 2. We also recorded $15.0 million in Cost of goods sold related to the step-up of acquired inventory related to the acquisition of McCormick de Mexico.

During the three months ended August 31, 2025, we recorded $0.9 million of transaction and integration costs related to the acquisition of Jurado, described in Note 2, which was primarily comprised of transaction costs.

During the nine months ended August 31, 2025, we recorded $1.7 million of transaction and integration costs related to the acquisition of Jurado, described in Note 2, which was primarily comprised of transaction costs.

In August 2026, we made the decision to cease operations at our development-stage pepper sourcing and agricultural technology project in Malaysia. The long-term initiative was designed to advance our innovation agenda by applying technology-enabled sourcing practices to help reduce costs and strengthen supply resiliency. However, recent changes in the macroeconomic and supply environment have resulted in less favorable project economics. Our decision to exit this project reflects our disciplined capital allocation strategy and allows resources to be redirected toward higher priority opportunities that management believes will better support long-term value creation. Our August 31, 2026 results reflect a non-cash impairment charge of approximately $43.1 million and exit costs of $1.8 million, which are reflected as Special charges.

During the three and nine months ended August 31, 2026, we recorded $1.8 million and $19.8 million, respectively, of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $1.3 million and $2.9 million, respectively, associated with other actions, including the exit costs incurred to cease operations at our development-stage pepper sourcing and agricultural technology project in Malaysia.

During the three and nine months ended August 31, 2025, we recorded $1.3 million and $12.7 million, respectively, of employee severance and related benefit costs related to global selling, general and administrative streamlining actions and $1.7 million and $2.3 million, respectively, associated with other actions.

As of August 31, 2026 and November 30, 2025, special charges of $6.1 million and $4.7 million, respectively, are included in Other accrued liabilities in our consolidated balance sheet.