Form 4: Baroni Dario reports multiple insider transactions in MCD

Rhea-AI Filing Summary

Baroni Dario reported multiple insider transaction types in a Form 4 filing for MCD. The filing lists transactions totaling 8,433 shares at a weighted average price of $327.58 per share. Following the reported transactions, holdings were 1,069 shares.

Insights

Equity compensation analyst

Routine McDonald's executive equity vesting with tax withholding via share delivery.

Dario Baroni, President, IDL at McDonald's, reported multiple RSU and PRSU vestings that were converted into common stock. Footnotes show these awards stem from grants made in 2023 that vest on their third anniversaries or based on performance targets.

The filing notes that 1,879 RSUs and 517 RSUs vested, plus performance-based RSUs where 82.2% of a 498-share target vested. Dividend equivalent rights tied to these awards, each equal to one share economically, were also settled in stock.

Common shares were then withheld at $327.58 per share under code F transactions to satisfy tax liabilities, rather than being sold in the open market. The activity is typical executive compensation timing, with no indication of discretionary buying or selling beyond these plan-driven events.

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^*

Baroni Dario

(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)
	President, IDL

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		1,879(1)	A	$0(2)	1,879	D
Common Stock	02/13/2026		M		136(3)	A	$0	2,015	D
Common Stock	02/13/2026		F		901.31	D	$327.58	1,113.69	D
Common Stock	02/13/2026		M		517(4)	A	$0(2)	1,630.69	D
Common Stock	02/13/2026		M		38(3)	A	$0	1,668.69	D
Common Stock	02/13/2026		F		248.25	D	$327.58	1,420.44	D
Common Stock	02/13/2026		M		409(5)	A	$0(6)	1,829.44	D
Common Stock	02/13/2026		M		30(7)	A	$0	1,859.44	D
Common Stock	02/13/2026		F		196.37	D	$327.58	1,663.07	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			1,879(1)	02/13/2026	02/13/2026	Common Stock	1,879(1)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			136(3)	02/13/2026	02/13/2026	Common Stock	136(3)	$0	0	D
Restricted Stock Unit	(2)	02/13/2026		M			517(4)	02/13/2026	02/13/2026	Common Stock	517(4)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			38(3)	02/13/2026	02/13/2026	Common Stock	38(3)	$0	0	D
Restricted Stock Unit	(6)	02/13/2026		M			409(5)	02/13/2026	02/13/2026	Common Stock	409(5)	$0	0	D
Dividend Equivalent Rights	(7)	02/13/2026		M			30(7)	02/13/2026	02/13/2026	Common Stock	30(7)	$0	0	D
Restricted Stock Unit	(2)	02/13/2026		A		1,069		02/13/2029	02/13/2029	Common Stock	1,069	$0	1,069	D

Explanation of Responses:

1. On February 13, 2023, the reporting person was granted 1,879 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. On February 13, 2023, the reporting person was granted 517 RSUs, vesting in one installment on the third anniversary of the grant date.

5. 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 498 performance-based restricted stock units ("PRSUs").

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

7. 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.

	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 Dario Baroni report in this Form 4?

Dario Baroni reported the vesting and conversion of several restricted stock unit and performance-based restricted stock unit awards into McDonald's common stock, plus related dividend equivalents. Some of the resulting shares were withheld to cover tax obligations, a common feature of equity compensation programs.

How many McDonald's (MCD) restricted stock units vested for Dario Baroni?

Baroni had prior grants of 1,879 restricted stock units and 517 restricted stock units vest in full. These RSUs each represent the right to receive one McDonald's common share, so vesting triggered share settlement according to the company’s equity incentive plan terms.

What performance-based McDonald's (MCD) PRSUs vested for Dario Baroni?

The filing states that Baroni vested in 82.2% of an original grant of 498 performance-based restricted stock units. This percentage reflects McDonald's performance against pre-approved financial targets for the period from January 1, 2023 through December 31, 2025, leading to partial PRSU vesting.

What are dividend equivalent rights in the McDonald's (MCD) Form 4?

Dividend equivalent rights are amounts credited in connection with RSUs and PRSUs that mirror cash dividends on McDonald's stock. Each right is economically equal to one share of common stock, and in this case they were settled in shares when the underlying RSUs and PRSUs vested.

Did Dario Baroni sell McDonald's (MCD) shares in the market in this Form 4?

No open-market sales are reported. Code F transactions show shares of McDonald's common stock were delivered back to the company at $327.58 per share solely to pay tax liabilities tied to the vesting and settlement of RSUs and PRSUs, not discretionary selling.

What price was used to cover Dario Baroni's McDonald's (MCD) tax withholding?

Shares withheld to cover taxes were valued at $327.58 per McDonald's common share. Under Form 4 code F, these shares are surrendered to satisfy tax obligations associated with equity award vesting, rather than being sold on the open market to third-party buyers.