Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-281501
PRICING
SUPPLEMENT NO. 6 Dated November 9, 2026
(To Prospectus Dated August 12, 2024 and
Prospectus Supplement Dated August 12, 2024)
McDONALD’S
CORPORATION
Medium-Term Notes
(Fixed Rate Notes)
Due From One Year to 60 Years From Date of Issue
The following description of the terms of the Notes offered hereby supplements, and, to the extent inconsistent
therewith, replaces, the descriptions included in the Prospectus and Prospectus Supplement referred to above, to which descriptions reference
is hereby made.
| Principal
Amount: |
USD 600,000,000 |
| |
|
| Issue Price: |
99.758%
of the principal amount of the Notes |
| |
|
| Original
Issue Date: |
November 17, 2026 (T+5)1 |
| |
|
| Stated
Maturity: |
November 15, 2036 |
| |
|
| Interest
Rate: |
5.600% per annum |
| |
|
| Interest
Payment Dates: |
May 15 and November 15 of
each year, commencing May 15, 2027 |
| [Applicable only
if other than February 15 and August 15 of each year] |
| |
|
| Regular
Record Dates: |
May 1 and
November 1 of each year, as the case may be |
| [Applicable only
if other than February 1 and August 1 of each year] |
| |
|
| Form: |
x Book-Entry
¨ Certificated |
| |
|
| Specified
Currency: |
|
| [Applicable only
if other than U.S. dollars] |
| |
| Option to Receive Payments
in Specified Currency: ¨ Yes ¨ No |
| [Applicable only if Specified Currency is other than U.S. dollars and if Note is not in Book Entry form] |
Authorized Denominations:
[Applicable only if other than U.S. $1,000 and increments of U.S. $1,000, or if Specified Currency is other than U.S. dollars]
Method of Payment of Principal:
| 1 | It is expected that delivery of the Notes will be made against
payment therefor on or about November 17, 2026, which will be the fifth business day following the date of pricing of the Notes, or “T+5.”
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the United States secondary market generally are required
to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
the Notes prior to the business day before the date of delivery will be required, by virtue of the fact the Notes initially will settle
in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Each purchaser should
consult their own advisor. |
[Applicable only
if other than immediately available funds]
| Optional Redemption: | o |
The Notes cannot be redeemed prior to Stated Maturity. |
| | |
| | x |
The Notes can be redeemed in whole or in part at any time prior to Stated Maturity at the option of McDonald’s
Corporation (the “Company”) as set forth below. |
| | |
|
| Optional Redemption Dates: |
At any time prior to Stated Maturity at the option of the Company
as set forth below. |
Redemption
Prices:
| | | o |
The Redemption Price shall initially be % of the principal
amount of the Note to be redeemed and shall decline at each anniversary of the initial Optional Redemption Date by %
of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount; provided, however, that if this Note
is an Original Issue Discount Note, the Redemption Price shall be the Amortized Face Amount of the principal amount to be redeemed. |
| | x | Other: Prior to August 15, 2036 (the “Par
Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption
price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: |
| | (1) | (a) the sum of the present values of the remaining scheduled payments of principal and interest
on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis
points, less (b) interest accrued to the redemption date, and |
| | (2) | 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, the Company may redeem the Notes at its option, in whole or
in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus
accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined
by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company as of 4:15 p.m., New York City time
(or as of such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System),
on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear as of such
time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated
as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the
caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading)
(“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury
constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”);
(2) if there is no such Treasury constant
maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall
be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published,
the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00
a.m., New York City time, on the second business day preceding the redemption date of the United States Treasury security maturing on,
or with a maturity that is closest to, the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date
but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date – one with
a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date – the Company shall select
the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury
securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence,
the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York
City time on the second business day preceding the redemption date. For purposes of this paragraph, the semi-annual yield to maturity
of the applicable United States Treasury security shall be based upon the average of the bid and asked prices for such United States
Treasury security (expressed as a percentage of principal amount and rounded to three decimal places) at 11:00 a.m., New York City time,
on the second business day preceding the redemption date.
The Company’s actions and determinations in determining the redemption price shall
be conclusive and binding for all purposes, absent manifest error, and the trustee shall have no duty to confirm or verify any such determination.
Unless the Company defaults in payment of the redemption price, on and after the redemption
date interest will cease to accrue on the Notes or portions thereof called for redemption.
| Sinking Fund: |
x The Notes are not subject to a Sinking Fund. |
| |
|
| |
¨ The Notes are subject to a Sinking
Fund. |
Sinking
Fund Dates:
Sinking
Fund Amounts:
| Amortizing Note: |
¨ Yes x No |
Amortizing
Schedule:
| Optional Repayment: |
¨ Yes x No |
Optional
Repayment Dates:
Optional
Repayment Prices:
| Original Issue Discount Note: |
¨ Yes x No |
Total
Amount of OID:
Yield
to Stated Maturity:
Initial
Accrual Period OID:
Calculation Agent (if other than Principal Paying Agent):
| Agents’ Discount: |
0.450% of the principal amount of
the Notes |
| |
|
| Net proceeds to Company: |
99.308% of the principal amount of the Notes |
| |
|
| Agents’ Capacity: |
o Agent
x Principal |
Agents:
| Joint Bookrunners: |
Citigroup Global Markets Inc. |
| |
Morgan Stanley & Co. LLC |
| |
Truist Securities, Inc. |
| |
U.S. Bancorp Investments, Inc. |
| |
Wells Fargo Securities, LLC |
| |
|
| Passive Bookrunners: |
PNC Capital Markets LLC
RBC Capital Markets, LLC
TD Securities (USA) LLC
Westpac Capital Markets LLC |
| |
|
| Co-Managers: |
Academy Securities, Inc.
ANZ Securities, Inc.
BBVA Securities Inc.
BNP Paribas Securities Corp.
CastleOak Securities, L.P.
Commerz Markets LLC
HSBC Securities (USA) Inc.
ING Financial Markets LLC
Loop Capital Markets LLC
Mizuho Securities USA LLC
Penserra Securities LLC
Rabo Securities USA, Inc.
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
Standard Chartered Bank
UniCredit Capital Markets LLC |
| |
|
| CUSIP: |
58013MGE8 |
| |
|
| ISIN: |
US58013MGE84 |
Plan of Distribution to Agents:
| |
Agent |
Principal Amount |
|
| |
Citigroup Global Markets Inc. |
$96,600,000 |
|
| |
Morgan Stanley & Co. LLC |
96,600,000 |
|
| |
Truist Securities, Inc. |
96,600,000 |
|
| |
U.S. Bancorp Investments, Inc. |
96,600,000 |
|
| |
Wells Fargo Securities, LLC |
96,600,000 |
|
| |
PNC Capital Markets LLC |
15,000,000 |
|
| |
RBC Capital Markets, LLC |
15,000,000 |
|
| |
TD Securities (USA) LLC |
15,000,000 |
|
| |
Westpac Capital Markets LLC |
15,000,000 |
|
| |
Academy Securities, Inc. |
6,000,000 |
|
| |
ANZ Securities, Inc. |
3,000,000 |
|
| |
BBVA Securities Inc. |
3,000,000 |
|
| |
BNP Paribas Securities Corp. |
3,000,000 |
|
| |
CastleOak Securities, L.P. |
3,000,000 |
|
| |
Commerz Markets LLC |
3,000,000 |
|
| |
HSBC Securities (USA) Inc. |
3,000,000 |
|
| |
ING Financial Markets LLC |
3,000,000 |
|
| |
Loop Capital Markets LLC |
6,000,000 |
|
| |
Mizuho Securities USA LLC |
3,000,000 |
|
| |
Penserra Securities LLC |
3,000,000 |
|
| |
Rabo Securities USA, Inc. |
3,000,000 |
|
| |
Samuel A. Ramirez & Company, Inc. |
3,000,000 |
|
| |
Siebert Williams Shank & Co., LLC |
6,000,000 |
|
| |
Standard Chartered Bank |
3,000,000 |
|
| |
UniCredit Capital Markets LLC |
|
3,000,000 |
|
| |
Total |
|
$600,000,000 |
|
Additional Information Regarding Agents:
Standard Chartered Bank will not effect any offers or sales of any notes in the U.S. unless it is through
one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
Modification of Prospectus Supplement, dated August 12, 2024
The Prospectus Supplement, dated August 12, 2024 is modified as follows:
| | (1) | The text appearing on pages
S-ii and S-iii shall be replaced in its entirety with the following: |
None
of this prospectus supplement, the accompanying prospectus and any related pricing supplement is a prospectus for the purposes of the
Prospectus Regulation (as defined below). This prospectus supplement, the accompanying prospectus and any related pricing supplement
have been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”)
will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (each, an “EEA Qualified Investor”).
Accordingly, any person making or intending to make an offer in any Member State of notes that are the subject of the offering contemplated
in this prospectus supplement, the accompanying prospectus and any related pricing supplement may only do so with respect to EEA Qualified
Investors. Neither we nor the agents have authorized, nor do we or
they
authorize, the making of any offer of notes in the EEA other than to EEA Qualified Investors. The expression “Prospectus Regulation”
means Regulation (EU) 2017/1129, as amended.
PROHIBITION
OF SALES TO EEA RETAIL INVESTORS — The notes are not intended to be offered, sold or otherwise made available, and should not be
offered, sold or otherwise made available, to any EEA retail investor in the EEA. For these purposes, an “EEA retail investor”
means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU,
as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance
Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not an EEA Qualified Investor. Consequently no key information document required by Regulation (EU) No
1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the notes or otherwise making them available
to EEA retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to
any EEA retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Each person in a Member State of the EEA who receives any communication in respect
of, or who acquires any notes under, the offers contemplated in this prospectus supplement, the accompanying prospectus and any related
pricing supplement, or to whom the notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and
agreed to and with each agent and the Company that it and any person on whose behalf it acquires notes is (1) an EEA Qualified Investor;
and (2) not an “EEA retail investor”.
None
of this prospectus supplement, the accompanying prospectus and any related pricing supplement is a prospectus for the purposes of the
United Kingdom Financial Conduct Authority’s (the “FCA”) Prospectus Rules: Admission to Trading on a Regulated
Market sourcebook. This prospectus supplement, the accompanying prospectus and any related pricing supplement have been prepared on the
basis that any offer of notes in the United Kingdom will only be made to a legal entity which is a qualified investor within the meaning
of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (each, a “UK Qualified Investor”).
Accordingly, any person making or intending to make an offer in the United Kingdom of notes that are the subject of the offering contemplated
in this prospectus supplement, the accompanying prospectus and any related pricing supplement may only do so with respect to UK Qualified
Investors. Neither we nor the agents have authorized, nor do we or they authorize, the making of any offer of notes in the United Kingdom
other than to UK Qualified Investors.
PROHIBITION
OF SALES TO UK RETAIL INVESTORS — The notes are not intended to be offered, sold, distributed or otherwise made available, and
should not be offered, sold, distributed or otherwise made available, to any UK retail investor in the United Kingdom. For these purposes,
a “UK retail investor” means a person who is either one (or both) of the following: (i) not a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom (“UK
MiFIR”); or (ii) not a UK Qualified Investor. Consequently, no disclosure document required by the FCA Product Disclosure
Sourcebook (“DISC”) for offering, selling or distributing the notes or otherwise making them available to UK retail
investors in the United Kingdom has been prepared and therefore offering, selling or distributing the notes or otherwise making them
available to UK retail investors in the United Kingdom may be unlawful under DISC and the Consumer Composite Investments (Designated
Activities) Regulations 2024.
Each person in the United Kingdom who receives any communication in respect of, or who acquires any notes
under, the offers contemplated in this prospectus supplement, the accompanying prospectus, any related pricing supplement, or to whom
the notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with each agent
and the Company that it and any person on whose behalf it acquires notes is (1) a UK Qualified Investor and (2) not a “UK retail
investor”.
The
communication of this prospectus supplement, the accompanying prospectus, any related pricing supplement and any other documents and/or
materials relating to the notes is not being made, and this prospectus supplement, the accompanying prospectus, any related pricing supplement
and such other documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United
Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this prospectus supplement,
the accompanying prospectus, any related pricing supplement and such other documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. This prospectus supplement, the accompanying prospectus, any related
pricing supplement and such other documents and/or materials are for distribution only to persons who (i) have professional experience
in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)),
(ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are any other
persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together
being referred to as “relevant persons”). This prospectus supplement, the accompanying prospectus, any related pricing
supplement and any other documents and/or materials relating to the notes are directed only at relevant persons and must not be acted
on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement, the
accompanying prospectus, any related pricing supplement and any such other documents and/or materials relate will be engaged in only
with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement,
the accompanying prospectus, any related pricing supplement and any other documents and/or materials relating to the notes or any of
their contents.
Any distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the “UK MiFIR Product Governance Rules”) (for the purposes of this paragraph, a “distributor”) subsequently
offering, selling or recommending the notes is responsible for undertaking its own target market assessment in respect of the notes and
determining the appropriate distribution channels. Neither the Company nor any of the agents make any representations or warranties as
to a distributor’s compliance with the UK MiFIR Product Governance Rules.
Any distributor subject to MiFID II (for the purposes of this paragraph, a “distributor”)
subsequently offering, selling or recommending the notes is responsible for undertaking its own target market assessment in respect of
the notes and determining the appropriate distribution channels for the purposes of the MiFID II product governance rules under Commission
Delegated Directive (EU) 2017/593, as amended (“Delegated Directive”). Neither the Company nor any of the agents make any
representations or warranties as to a distributor’s compliance with the Delegated Directive.
| | (2) | The text appearing under the subheading “Prohibition
of Sales to EEA Retail Investors” on page S-44 shall be replaced in its entirety with the following: |
Prohibition
of Sales to EEA Retail Investors
Each agent has represented and agreed, and each further agent appointed under the Distribution Agreement
will be required to represent and agree, that it has not offered, sold, distributed or otherwise made available and will not offer, sell,
distribute or otherwise make available, any notes which are the subject of the offering contemplated by this prospectus supplement as
completed by the pricing supplement in relation thereto to any EEA retail investor in the EEA. For the purposes of this provision:
| | (a) | the expression “EEA
retail investor” means a person who is one (or more) of the following: |
| | (i) | a retail client as defined in point (11) of Article 4(1) of MiFID II; |
| | (ii) | a customer within the meaning of the Insurance Distribution Directive, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or |
| | (iii) | not an EEA Qualified Investor; and |
| | (b) | the expression “offer”
includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase
or subscribe for the notes. |
| | (3) | The text appearing under the subheading “Prohibition
of Sales to United Kingdom Retail Investors” on page S-45 shall be replaced in its entirety with the following: |
Prohibition
of Sales to UK Retail Investors
Each agent has represented and agreed, and each further agent appointed under the Distribution Agreement
will be required to represent and agree, that it has not offered, sold, distributed or otherwise made available and will not offer, sell,
distribute or otherwise make available any notes to any UK retail investor in the United Kingdom. For the purposes of this provision:
| | (a) | the
expression “UK retail investor” means a person who is either one (or both)
of the following: |
| | (i) | not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR;
or |
| | (ii) | not a UK Qualified Investor; and |
| | (b) | the
expression “offer” includes the communication in any form and by any means
of sufficient information on the terms of the offer and the notes to be offered so as to
enable an investor to decide to buy or subscribe for the notes. |
