McDonald's director receives phantom stock awards

McDonald's director Lloyd H. Dean reported compensation-related acquisitions of phantom stock tied to company shares.

Accepted by SEC EDGAR 07/02/2026 - 05:55 PM EDT

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Form Type

Rhea-AI Filing Summary

McDonald's director Lloyd H. Dean reported compensation-related acquisitions of phantom stock tied to company shares. On March 31, 2026, he received 116.64 phantom stock units at a reference price of $310.79 per unit, followed by an additional 134.11 units on June 30, 2026 at $270.31 per unit.

Each phantom stock unit is economically equivalent to one share of McDonald's common stock but will be settled in cash under the Board of Directors' Deferred Compensation Plan, not in actual shares. Payment occurs after the director retires or otherwise leaves the Board, and current holdings of 16,032.49 phantom units include amounts accumulated through dividend reinvestment.

Insider Trade Summary

Grant/Award: 250.75 shares

Grant/Award 2 txns

Insider Dean Lloyd H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	134.11	$270.31	$36K
Grant/Award	Phantom Stock	116.64	$310.79	$36K

Holdings After Transaction: Phantom Stock — 31,828.83 contracts (Direct)

Holdings Before and After: Phantom Stock, 31,578.08 to 31,828.83 contracts (Direct)

Footnotes (4)

F1. Each share of phantom stock is the economic equivalent of one share of McDonald's Corporation common stock and shall be settled in cash, pursuant to the Board of Directors' Deferred Compensation Plan (the "Plan").
F2. Acquisition of phantom stock pursuant to the Plan in a transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation.
F3. Payment of phantom stock will occur following the Director's retirement date or other termination from the Board.
F4. Includes shares acquired through dividend reinvestment.

Key Figures

Phantom stock grant (Mar 31, 2026): 116.64 units at $310.79 Phantom stock grant (Jun 30, 2026): 134.11 units at $270.31 Total phantom stock after latest grant: 16,032.49 units +2 more

5 metrics

Phantom stock grant (Mar 31, 2026) 116.64 units at $310.79 Grant/award acquisition under Deferred Compensation Plan

Phantom stock grant (Jun 30, 2026) 134.11 units at $270.31 Grant/award acquisition under Deferred Compensation Plan

Total phantom stock after latest grant 16,032.49 units Holdings following June 30, 2026 transaction

Underlying security 1 common share per unit Each phantom stock unit equals one McDonald's common share economically

Exercise price $0.00 per unit Phantom stock units are cash-settled, no exercise cost

Key Terms

Phantom Stock, Deferred Compensation Plan, Rule 16b-3(d)(1), dividend reinvestment

4 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of McDonald's Corporation common stock"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Deferred Compensation Plan financial

"settled in cash, pursuant to the Board of Directors' Deferred Compensation Plan (the "Plan")"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

Rule 16b-3(d)(1) regulatory

"Acquisition of phantom stock pursuant to the Plan in a transaction exempt under Rule 16b-3(d)(1)"

dividend reinvestment financial

"Includes shares acquired through dividend reinvestment."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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).

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^*

Dean Lloyd H

(Last)

(First)

(Middle)

MCDONALD'S CORPORATION

110 NORTH CARPENTER STREET

(Street)

CHICAGO

ILLINOIS

60607

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	03/31/2026		A⁽²⁾		116.64		⁽³⁾	⁽³⁾	Common Stock	116.64	$310.79	15,796.34⁽⁴⁾	D
Phantom Stock	⁽¹⁾	06/30/2026		A⁽²⁾		134.11		⁽³⁾	⁽³⁾	Common Stock	134.11	$270.31	16,032.49⁽⁴⁾	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of McDonald's Corporation common stock and shall be settled in cash, pursuant to the Board of Directors' Deferred Compensation Plan (the "Plan").

2. Acquisition of phantom stock pursuant to the Plan in a transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation.

3. Payment of phantom stock will occur following the Director's retirement date or other termination from the Board.

4. Includes shares acquired through dividend reinvestment.

Remarks:

The March 31, 2026 transaction is being reported late due to an inadvertent administrative oversight.

	/s/ Jeffrey J. Pochowicz, Attorney-in-fact	07/01/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)