=== SEC Form 3 — Statement of Changes in Beneficial Ownership ===
Document Type: 3
Period of Report: 2026-08-04
--- Issuer ---
Name: MCDONALDS CORP (MCD)
CIK: 0000063908
--- Reporting Owner ---
Name: Anderson Skye
CIK: 0002150576
Role: Officer (President, McDonald's USA)
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: D (Direct)
[Holding #2]
Security: Options (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F1] Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 10,205 options were granted on February 18, 2020. No options from this grant have been exercised.
[Holding #3]
Security: Options (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F2] Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 14,802 options were granted on February 16, 2021. No options from this grant have been exercised.
[Holding #4]
Security: Options (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F3] Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 10,981 options were granted on February 14, 2022. No options from this grant have been exercised.
[Holding #5]
Security: Options (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F4] Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 8,510 options were granted on February 13, 2023. No options from this grant have been exercised.
[Holding #6]
Security: Options (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F5] Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 7,732 options were granted on February 12, 2024. No options from this grant have been exercised.
[Holding #7]
Security: Performance-based Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F7] Each PRSU represents a right to acquire one share of the Company's common stock.
[F6] Represents the target number of each performance-based restricted stock unit ("PRSU") granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2024 through December 31, 2026 (the "2024-2026 Performance Period"). If McDonald's Corporation (the "Company") satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2024-2026 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results.
[Holding #8]
Security: Options (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F8] Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 7,310 options were granted on February 12, 2025. No options from this grant have been exercised.
[Holding #9]
Security: Performance-based Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F7] Each PRSU represents a right to acquire one share of the Company's common stock.
[F9] Represents the target number of PRSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2025 through December 31, 2027 (the "2025-2027 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2025-2027 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results.
[Holding #10]
Security: Options (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F10] Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 16,047 options were granted on February 13, 2026.
[Holding #11]
Security: Performance-based Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F7] Each PRSU represents a right to acquire one share of the Company's common stock.
[F11] Represents the target number of PRSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2026 through December 31, 2028 (the "2026-2028 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2026-2028 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results.
[Holding #12]
Security: Phantom Stock
Ownership: I (Indirect)
Footnotes:
[F13] Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.
[F12] Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
[F12] Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
--- Footnotes (Complete Index) ---
F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 10,205 options were granted on February 18, 2020. No options from this grant have been exercised.
F10: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 16,047 options were granted on February 13, 2026.
F11: Represents the target number of PRSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2026 through December 31, 2028 (the "2026-2028 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2026-2028 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results.
F12: Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
F13: Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.
F2: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 14,802 options were granted on February 16, 2021. No options from this grant have been exercised.
F3: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 10,981 options were granted on February 14, 2022. No options from this grant have been exercised.
F4: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 8,510 options were granted on February 13, 2023. No options from this grant have been exercised.
F5: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 7,732 options were granted on February 12, 2024. No options from this grant have been exercised.
F6: Represents the target number of each performance-based restricted stock unit ("PRSU") granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2024 through December 31, 2026 (the "2024-2026 Performance Period"). If McDonald's Corporation (the "Company") satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2024-2026 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results.
F7: Each PRSU represents a right to acquire one share of the Company's common stock.
F8: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 7,310 options were granted on February 12, 2025. No options from this grant have been exercised.
F9: Represents the target number of PRSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2025 through December 31, 2027 (the "2025-2027 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2025-2027 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results.
--- Signature ---
/s/ /s/ Jackson Cates, Attorney-in-fact (2026-08-14)