McDonald's (MCD) director adds phantom stock under deferred compensation plan

Rhea-AI Filing Summary

McDonald's Corporation director reports deferred compensation in phantom stock. A McDonald's Corporation director filed a Form 4 showing an acquisition of 789.35 phantom stock units on 12/31/2025 under the Board of Directors' Deferred Compensation Plan. Each phantom stock unit is economically equivalent to one share of McDonald's common stock but will be settled in cash rather than stock. The acquisition is classified as deferred compensation in a transaction exempt under Rule 16b-3(d)(1). Following this transaction, the director holds 15,590.83 phantom stock units directly, a balance that also includes units accumulated through dividend reinvestment. Payment of these phantom stock units will occur after the director retires or otherwise leaves the Board.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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)	12/31/2025		A(2)		789.35		(3)	(3)	Common Stock	789.35	$305.63	15,590.83(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.

	/s/ Jeffrey J. Pochowicz, Attorney-in-fact	01/05/2026
	** 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 insider transaction did McDonald's (MCD) report in this Form 4?

A McDonald's Corporation director reported acquiring 789.35 phantom stock units on 12/31/2025 under the Board of Directors' Deferred Compensation Plan.

What is phantom stock in the context of McDonald's (MCD) director compensation?

Each share of phantom stock is the economic equivalent of one share of McDonald's common stock but is settled in cash under the deferred compensation plan.

How many phantom stock units does the McDonald's (MCD) director own after this transaction?

After this transaction, the director beneficially owns 15,590.83 phantom stock units, held in direct ownership.

When will the McDonald's (MCD) director receive payment for the phantom stock units?

Payment of the phantom stock will occur after the director's retirement or other termination from the McDonald's Board of Directors.

Are the McDonald's (MCD) phantom stock units part of a deferred compensation plan?

Yes. The acquisition represents deferred compensation under the Board of Directors' Deferred Compensation Plan and is exempt under Rule 16b-3(d)(1).

Do McDonald's (MCD) phantom stock holdings include dividend reinvestment?

Yes. The reported phantom stock holdings include shares acquired through dividend reinvestment as described in the explanation of responses.

Is this McDonald's (MCD) insider transaction part of a 10b5-1 trading plan?

The form includes a checkbox for Rule 10b5-1(c) trading plans, but the provided content does not indicate that this particular transaction was made under such a plan.