[Form 4] McDonald's Corporation Insider Trading Activity

Rhea-AI Filing Summary

Edith Flatley Morgan, EVP - Global CMO of McDonald’s Corporation (MCD), reported multiple transactions on 08/20/2025. She exercised 4,692 stock options with an exercise price of $157.79 per share and immediately sold 4,692 shares at $315.00 per share, and sold an additional 24 shares at $315.00. After these transactions her reported beneficial ownership is 7,857.56 shares. The option grant referenced was originally awarded on February 19, 2018, and became exercisable in 25% increments on each anniversary; the options shown remain exercisable through their stated schedule with an expiration tied to the grant terms.

Positive

• Realized gain per share: The exercised options at $157.79 and sales at $315.00 imply a pre-tax spread of $157.21 per share on 4,692 shares.
• Compliance: The filing is executed and signed (attorney-in-fact) and the form indicates the transaction was made pursuant to a Rule 10b5-1 plan.

Negative

• Reduced insider ownership: Beneficial ownership declined to 7,857.56 shares after the transactions, following the sale of 4,716 shares (4,692 + 24).

Insights

Securities Analyst

TL;DR: Insider exercised options at $157.79 then sold at $315, reducing holdings materially but realizing a significant per-share spread.

The filing documents a routine Section 16 disclosure: exercise of 4,692 options and near-immediate sale of the same number of shares at a substantially higher market price. The per-share spread of $157.21 (315.00 minus 157.79) implies a realized pre-tax gain on the disposed shares. Total shares beneficially owned decreased to 7,857.56, reflecting the net effect of the exercise and subsequent sales. This is a transactional liquidity event by an executive rather than a corporate action or change in control; it is material only to the extent it changes insider ownership levels and signals a typical option exercise/sell pattern.

Corporate Governance Expert

TL;DR: Transactions appear compliant and were filed promptly; they follow an earlier grant schedule from 2018.

The report references options granted on February 19, 2018 that vest in 25% increments annually, consistent with standard equity compensation practices. The filing is signed by an attorney-in-fact and checks the box indicating the transaction was made pursuant to a Rule 10b5-1 plan, which, if accurate, provides procedural protection for planned trades. The drop in reported beneficial ownership to 7,857.56 is clear from the data; there is no disclosure here of additional arrangements or irregularities in reporting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Flatley Edith Morgan

(Last) (First) (Middle)

MCDONALD'S CORPORATION

110 NORTH CARPENTER STREET

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [ MCD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - Global CMO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		M		4,692	A	$157.79	12,573.56	D
Common Stock	08/20/2025		S		4,692	D	$315	7,881.56	D
Common Stock	08/20/2025		S		24	D	$315	7,857.56	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Right to Buy)	$157.79	08/20/2025		M			4,692	(1)	02/19/2028	Common Stock	4,692	$0	4,692	D

Explanation of Responses:

1. Options were granted on February 19, 2018 and became exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant date.

	/s/ Jeffrey J. Pochowicz, Attorney-in-fact	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did MCD insider Edith Flatley Morgan report on 08/20/2025?

She exercised 4,692 options at $157.79 per share, sold 4,692 shares at $315.00, and sold an additional 24 shares at $315.00.

How many shares does Edith Flatley Morgan beneficially own after the Form 4 filing?

The filing reports beneficial ownership of 7,857.56 shares following the reported transactions.

Was the stock sale associated with a trading plan?

Yes, the form has the box checked indicating the transaction was made pursuant to a Rule 10b5-1 plan.

What was the option grant date and vesting information disclosed?

Options were granted on February 19, 2018 and became exercisable in 25% increments on each anniversary of the grant date.

What is the per-share profit implied by the exercise and sale?

The implied pre-tax spread is $157.21 per share (sale price $315.00 minus exercise price $157.79) on the 4,692 shares sold.