McDonald’s (MCD) legal chief reports phantom stock plan transaction

Rhea-AI Filing Summary

McDonald’s executive Desiree Ralls-Morrison, EVP and Chief Legal Officer, reported a discretionary transaction involving 1,518.690 shares of phantom stock under a non-qualified benefit plan on February 20, 2026. Each phantom stock share represents a right to receive the cash value of one share of McDonald’s common stock and is payable in cash after she separates from the company.

Following this transaction, she indirectly held 3,254.670 phantom stock shares in the plan and directly held 9,031.120 shares of McDonald’s common stock. The filing does not reflect traditional open-market buying or selling of common stock, but an internal benefit plan adjustment.

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
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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^*

Ralls-Morrison Desiree

(Last) (First) (Middle)

MCDONALD'S CORPORATION

110 N. 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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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								9,031.12	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
Phantom Stock	(1)	02/20/2026	02/24/2026	I		1,518.69		(2)	(2)	Common Stock	1,518.69	$329.23	3,254.67	I	Non-Qualified Benefit Plan

Explanation of Responses:

1. Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.

2. Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.

	/s/ Jeffrey J. Pochowicz, Attorney-in-fact	02/26/2026
	** 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.

FAQ

What did Desiree Ralls-Morrison report in this McDonald’s (MCD) Form 4?

Desiree Ralls-Morrison reported a discretionary transaction involving 1,518.690 shares of phantom stock under a non-qualified benefit plan. This updated her indirect phantom stock balance and did not reflect open-market buying or selling of McDonald’s common shares.

How many McDonald’s (MCD) phantom stock shares does Desiree Ralls-Morrison hold after the transaction?

After the reported transaction, Desiree Ralls-Morrison held 3,254.670 phantom stock shares indirectly through a non-qualified benefit plan. Each phantom share tracks the cash value of one McDonald’s common share and is settled in cash after separation from the company.

How many McDonald’s (MCD) common shares does Desiree Ralls-Morrison directly own?

The filing shows Desiree Ralls-Morrison directly holding 9,031.120 shares of McDonald’s common stock following the reported date. This figure reflects her direct ownership and is separate from her phantom stock interests in the non-qualified benefit plan.

What is phantom stock in the context of McDonald’s (MCD) executive compensation?

Phantom stock represents a right to receive the cash value of one McDonald’s common share instead of actual shares. For Desiree Ralls-Morrison, these phantom shares are payable in cash only after she separates from service with the company, according to the filing.

Did the McDonald’s (MCD) Form 4 show any open-market buying or selling by Desiree Ralls-Morrison?

The Form 4 did not show traditional open-market buys or sells by Desiree Ralls-Morrison. Instead, it reported a discretionary transaction under Rule 16b-3(f) involving phantom stock within a non-qualified benefit plan and an updated total for directly held common shares.