Form 4: Boyd Tiffanie L. reports multiple insider transactions in MCD

Rhea-AI Filing Summary

Boyd Tiffanie L. reported multiple insider transaction types in a Form 4 filing for MCD. The filing lists transactions totaling 27,461 shares at a weighted average price of $327.58 per share. Following the reported transactions, holdings were 22,064 shares.

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

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

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^*

Boyd Tiffanie L.

(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 - Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		1,221(1)	A	$0(2)	8,510.86	D
Common Stock	02/13/2026		M		89(3)	A	$0	8,599.86	D
Common Stock	02/13/2026		F		398.89	D	$327.58	8,200.97	D
Common Stock	02/13/2026		M		967(4)	A	$0(5)	9,167.97	D
Common Stock	02/13/2026		M		70(6)	A	$0	9,237.97	D
Common Stock	02/13/2026		F		303.84	D	$327.58	8,934.13	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
Restricted Stock Unit	(2)	02/13/2026		M			1,221(1)	02/13/2026	02/13/2026	Common Stock	1,221(1)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			89(3)	02/13/2026	02/13/2026	Common Stock	89(3)	$0	0	D
Restricted Stock Unit	(5)	02/13/2026		M			967(4)	02/13/2026	02/13/2026	Common Stock	967(4)	$0	0	D
Dividend Equivalent Rights	(6)	02/13/2026		M			70(6)	02/13/2026	02/13/2026	Common Stock	70(6)	$0	0	D
Options (Right to Buy)	$327.58	02/13/2026		A		22,064		(7)	02/13/2036	Common Stock	22,064	$0	22,064	D

Explanation of Responses:

1. On February 13, 2023, the reporting person was granted 1,221 restricted stock units ("RSUs"), vesting in one installment on the third anniversary of the grant date.

2. Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") common stock.

3. 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.

4. 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 1,176 performance-based restricted stock units ("PRSUs").

5. Each PRSU represents a right to acquire one share of the Company's common stock.

6. 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.

7. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

	Jeffrey J. Pochowicz, Attorney-in-fact	02/17/2026
	** 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).
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FAQ

What did McDonald's (MCD) executive Tiffanie L. Boyd report in this Form 4?

Tiffanie L. Boyd reported vesting and conversion of restricted stock units and performance-based units into McDonald’s common stock, settlement of related dividend equivalent rights, a new stock option grant, and share dispositions to cover tax withholding on the vested awards at a stated share price.

How many stock options did Tiffanie L. Boyd receive from McDonald's (MCD)?

Tiffanie L. Boyd received 22,064 options to buy McDonald’s common stock. According to the filing, these options become exercisable in 25% increments on the first, second, third, and fourth anniversaries of the grant date, creating a four-year vesting schedule for the option award.

What restricted stock units vested for McDonald's (MCD) executive Tiffanie L. Boyd?

Boyd had 1,221 restricted stock units granted on February 13, 2023 vest in a single installment on the third anniversary of that grant. Each restricted stock unit represents the right to acquire one share of McDonald’s common stock upon vesting and settlement, increasing her direct share holdings.

How did McDonald's (MCD) performance-based RSUs affect Tiffanie L. Boyd’s holdings?

The filing states Boyd vested in 82.2% of an original grant of 1,176 performance-based restricted stock units. Each performance-based unit represents a right to acquire one share of common stock, so vesting based on pre-approved financial targets directly increased her ownership stake in McDonald’s.

What are dividend equivalent rights in Tiffanie L. Boyd’s McDonald's (MCD) Form 4?

Dividend equivalent rights are awards economically equivalent to one share of McDonald’s common stock. In this filing, dividend equivalents tied to both time-based and performance-based restricted stock units were settled when the underlying units vested, mirroring the value of dividends paid on actual shares.

Were any McDonald's (MCD) shares disposed of for tax purposes in this filing?

Yes. The Form 4 shows shares of McDonald’s common stock were disposed of at $327.58 per share to satisfy tax withholding obligations. These dispositions are coded as tax-withholding events, meaning shares were delivered to cover taxes triggered by vesting, not reported as open-market sales.