MCDONALDS CORP (MCD) · Insider Trading (Form 4) SEC Filing

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-02-13 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: MCDONALDS CORP (MCD) CIK: 0000063908 --- Reporting Owner --- Name: Baroni Dario CIK: 0002076998 Role: Officer (President, IDL) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: +1,879 | Price: $0.00 Shares Owned After: 1,879 | Ownership: D (Direct) Footnotes: [F1] On February 13, 2023, the reporting person was granted 1,879 restricted stock units ("RSUs"), vesting in one installment on the third anniversary of the grant date. [F2] Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") common stock. [Transaction #2] Security: Common Stock Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: +136 | Price: $0.00 Shares Owned After: 2,015 | Ownership: D (Direct) Footnotes: [F3] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [Transaction #3] Security: Common Stock Date: 2026-02-13 | Code: F (Payment of exercise/tax) Shares: -901.31 | Price: $327.58 Total Value: $295,251.13 Shares Owned After: 1,113.69 | Ownership: D (Direct) [Transaction #4] Security: Common Stock Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: +517 | Price: $0.00 Shares Owned After: 1,630.69 | Ownership: D (Direct) Footnotes: [F4] On February 13, 2023, the reporting person was granted 517 RSUs, vesting in one installment on the third anniversary of the grant date. [F2] Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") common stock. [Transaction #5] Security: Common Stock Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: +38 | Price: $0.00 Shares Owned After: 1,668.69 | Ownership: D (Direct) Footnotes: [F3] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [Transaction #6] Security: Common Stock Date: 2026-02-13 | Code: F (Payment of exercise/tax) Shares: -248.25 | Price: $327.58 Total Value: $81,321.74 Shares Owned After: 1,420.44 | Ownership: D (Direct) [Transaction #7] Security: Common Stock Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: +409 | Price: $0.00 Shares Owned After: 1,829.44 | Ownership: D (Direct) Footnotes: [F5] As a result of the Company's performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 498 performance-based restricted stock units ("PRSUs"). [F6] Each PRSU represents a right to acquire one share of the Company's common stock. [Transaction #8] Security: Common Stock Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: +30 | Price: $0.00 Shares Owned After: 1,859.44 | Ownership: D (Direct) Footnotes: [F7] Settlement of dividend equivalent rights in connection with vested PRSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [Transaction #9] Security: Common Stock Date: 2026-02-13 | Code: F (Payment of exercise/tax) Shares: -196.37 | Price: $327.58 Total Value: $64,326.88 Shares Owned After: 1,663.07 | Ownership: D (Direct) --- Derivative Transactions --- [Transaction #1] Security: Restricted Stock Unit Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: -1,879 | Price: $0.00 Exercisable: N/A | Expires: 2026-02-13 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F2] Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") common stock. [F1] On February 13, 2023, the reporting person was granted 1,879 restricted stock units ("RSUs"), vesting in one installment on the third anniversary of the grant date. [F1] On February 13, 2023, the reporting person was granted 1,879 restricted stock units ("RSUs"), vesting in one installment on the third anniversary of the grant date. [Transaction #2] Security: Dividend Equivalent Rights Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: -136 | Price: $0.00 Exercisable: N/A | Expires: 2026-02-13 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F3] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [F3] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [F3] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [Transaction #3] Security: Restricted Stock Unit Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: -517 | Price: $0.00 Exercisable: N/A | Expires: 2026-02-13 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F2] Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") common stock. [F4] On February 13, 2023, the reporting person was granted 517 RSUs, vesting in one installment on the third anniversary of the grant date. [F4] On February 13, 2023, the reporting person was granted 517 RSUs, vesting in one installment on the third anniversary of the grant date. [Transaction #4] Security: Dividend Equivalent Rights Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: -38 | Price: $0.00 Exercisable: N/A | Expires: 2026-02-13 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F3] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [F3] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [F3] Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [Transaction #5] Security: Restricted Stock Unit Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: -409 | Price: $0.00 Exercisable: N/A | Expires: 2026-02-13 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F6] Each PRSU represents a right to acquire one share of the Company's common stock. [F5] As a result of the Company's performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 498 performance-based restricted stock units ("PRSUs"). [F5] As a result of the Company's performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 498 performance-based restricted stock units ("PRSUs"). [Transaction #6] Security: Dividend Equivalent Rights Date: 2026-02-13 | Code: M (Exercise of derivative) Shares: -30 | Price: $0.00 Exercisable: N/A | Expires: 2026-02-13 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F7] Settlement of dividend equivalent rights in connection with vested PRSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [F7] Settlement of dividend equivalent rights in connection with vested PRSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [F7] Settlement of dividend equivalent rights in connection with vested PRSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. [Transaction #7] Security: Restricted Stock Unit Date: 2026-02-13 | Code: A (Grant or award) Shares: +1,069 | Price: $0.00 Exercisable: N/A | Expires: 2029-02-13 Shares Owned After: 1,069 | Ownership: D (Direct) Footnotes: [F2] Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") common stock. --- Footnotes (Complete Index) --- F1: On February 13, 2023, the reporting person was granted 1,879 restricted stock units ("RSUs"), vesting in one installment on the third anniversary of the grant date. F2: Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") common stock. F3: Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. F4: On February 13, 2023, the reporting person was granted 517 RSUs, vesting in one installment on the third anniversary of the grant date. F5: As a result of the Company's performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 498 performance-based restricted stock units ("PRSUs"). F6: Each PRSU represents a right to acquire one share of the Company's common stock. F7: Settlement of dividend equivalent rights in connection with vested PRSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. --- Signature --- /s/ Jeffrey J. Pochowicz, Attorney-in-fact (2026-02-17)