Form 4: Banner Jonathan reports multiple insider transactions in MCD

Rhea-AI Filing Summary

Banner Jonathan reported multiple insider transaction types in a Form 4 filing for MCD. The filing lists transactions totaling 36,744 shares at a weighted average price of $327.58 per share. Following the reported transactions, holdings were 18,052 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^*

Banner Jonathan

(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 Impact 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		4,015(1)	A	$0(2)	4,113.66	D
Common Stock	02/13/2026		M		290(3)	A	$0	4,403.66	D
Common Stock	02/13/2026		F		1,937.84	D	$327.58	2,465.82	D
Common Stock	02/13/2026		M		2,975(4)	A	$0(2)	5,440.82	D
Common Stock	02/13/2026		M		215(3)	A	$0	5,655.82	D
Common Stock	02/13/2026		F		1,764.07	D	$327.58	3,891.75	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 Units	(2)	02/13/2026		M			4,015(1)	02/13/2026	02/13/2026	Common Stock	4,015(1)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			290(3)	02/13/2026	02/13/2026	Common Stock	290(3)	$0	0	D
Restricted Stock Units	(2)	02/13/2026		M			2,975(4)	02/13/2026	02/13/2026	Common Stock	2,975(4)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			215(3)	02/13/2026	02/13/2026	Common Stock	215(3)	$0	0	D
Options (Right to Buy)	$327.58	02/13/2026		A		18,052		(5)	02/13/2036	Common Stock	18,052	$0	18,052	D

Explanation of Responses:

1. As a result of McDonald's Corporation's (the "Company") 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 4,885 performance-based restricted stock units ("RSUs").

2. Each performance-based RSU represents a right to acquire one share of the Company's 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 3,619 performance based RSUs.

5. 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 Jonathan Banner report in this Form 4?

Jonathan Banner reported vesting of performance-based RSUs, settlement of dividend equivalent rights into common stock, related share dispositions to cover taxes, and a new stock option grant. These transactions reflect equity compensation mechanics rather than open-market share purchases or sales.

How many stock options did Jonathan Banner receive from McDonald's (MCD)?

Jonathan Banner received a grant of 18,052 options described as rights to buy McDonald's common stock. According to the disclosure, these options become exercisable in 25% increments on the first, second, third, and fourth anniversaries of the grant date.

What performance-based RSU vesting did McDonald's (MCD) disclose for Jonathan Banner?

The filing states Banner vested in 82.2% of an original grant of 4,885 performance-based RSUs and 82.2% of another original grant of 3,619 performance-based RSUs. Vesting was determined by McDonald's performance against pre-approved financial targets for a 2023–2025 performance period.

What are dividend equivalent rights in McDonald's (MCD) Form 4 for Jonathan Banner?

Dividend equivalent rights are described as the economic equivalent of one McDonald's common share. In this filing, dividend equivalent rights were settled in connection with vested RSUs, resulting in additional common stock, aligning dividend-like value with the underlying performance-based equity awards.

Were Jonathan Banner's McDonald's (MCD) transactions open-market buys or sells?

The reported entries are primarily derivative exercises and conversions of RSUs and dividend equivalents into common stock, plus tax-withholding dispositions. The code F transactions indicate shares delivered to satisfy tax obligations, not discretionary open-market sales or purchases of McDonald's stock.

When do Jonathan Banner's new McDonald's (MCD) options become exercisable?

The options granted to Jonathan Banner become exercisable in 25% increments on each of the first, second, third, and fourth anniversaries of the grant date. This four-year vesting schedule ties option usability to continued service and the passage of time.