Form 4: Ralls-Morrison Desiree reports multiple insider transactions in MCD

Rhea-AI Filing Summary

Ralls-Morrison Desiree reported multiple insider transaction types in a Form 4 filing for MCD. The filing lists transactions totaling 37,756 shares at a weighted average price of $327.58 per share. Following the reported transactions, holdings were 28,081 shares.

Insights

Equity Compensation Analyst

Activity reflects routine vesting, tax withholding, and a new option grant, with no open-market trading.

The transactions for MCDONALDS CORP EVP and Chief Legal Officer Desiree Ralls-Morrison show 82.2% vesting of 4,704 performance-based RSUs, resulting in 3,867 shares, plus 279 shares from dividend equivalent rights. Both converted into common stock without a stated exercise price.

To satisfy tax liabilities linked to this vesting, 1,382.89 shares were disposed of at $327.58 per share under code F, which indicates tax withholding rather than discretionary selling. Separately, she received 28,081 stock options that vest in four equal annual installments, and she holds 1,737.19 phantom stock units in a non-qualified plan.

Overall, the filing describes standard executive compensation mechanics—vesting of performance-based awards, related tax withholding, and a fresh option grant—rather than directional trading in the company’s stock. Future company filings may further detail how these long-term incentives align with performance periods such as 2023–2025.

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^*

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)
02/13/2026

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		3,867(1)	A	$0(2)	10,135.01	D
Common Stock	02/13/2026		M		279(3)	A	$0	10,414.01	D
Common Stock	02/13/2026		F		1,382.89	D	$327.58	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
Restricted Stock Units	(2)	02/13/2026		M			3,867(1)	02/13/2026	02/13/2026	Common Stock	3,867(1)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			279(3)	02/13/2026	02/13/2026	Common Stock	279(3)	$0	0	D
Options (Right to Buy)	$327.58	02/13/2026		A		28,081		(4)	02/13/2036	Common Stock	28,081	$0	28,081	D
Phantom Stock	(5)							(6)	(6)	Common Stock	1,737.19(7)		1,737.19(7)	I	Non-Qualified Benefit Plan

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 4,704 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. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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

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

7. Includes shares acquired through dividend reinvestment.

	/s/ 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).
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 transactions did MCD (MCDONALDS CORP) report for Desiree Ralls-Morrison?

MCDONALDS CORP reported performance-based restricted stock units vesting into 3,867 common shares and 279 dividend-equivalent shares, a 28,081-share stock option grant, disposal of 1,382.89 shares for tax withholding, and 1,737.19 phantom stock units held indirectly in a non-qualified benefit plan.

Did Desiree Ralls-Morrison buy or sell MCDONALDS CORP stock on the open market?

The filing shows no open-market buys or sells. Shares were acquired through vesting and conversion of restricted stock units and dividend equivalents, while 1,382.89 shares were disposed of solely to cover tax liabilities associated with these awards, not as a discretionary market sale.

What stock option grant did MCD executive Desiree Ralls-Morrison receive?

She received a grant of 28,081 stock options, described as options with a right to buy MCDONALDS CORP common stock. These options become exercisable in 25% increments on each of the first, second, third, and fourth anniversaries of the grant date, aligning with multi-year retention incentives.

How were MCDONALDS CORP performance-based RSUs determined for Desiree Ralls-Morrison?

The company reports vesting based on performance against pre-approved financial targets for January 1, 2023 through December 31, 2025. Desiree Ralls-Morrison vested in 82.2% of an original 4,704-unit performance-based RSU grant, resulting in 3,867 vested RSUs, each convertible into one common share.

What are the dividend equivalent rights mentioned in the MCD Form 4 filing?

Dividend equivalent rights are awards economically equal to one share of common stock. In this filing, 279 such rights were settled into an equivalent number of MCDONALDS CORP shares in connection with vested restricted stock units, reflecting dividends that would have accrued during the vesting period.

What does the phantom stock holding for MCD’s Desiree Ralls-Morrison represent?

Phantom stock represents a right to receive the cash value of MCDONALDS CORP common shares rather than actual stock. The filing notes 1,737.19 phantom stock units held indirectly through a non-qualified benefit plan, payable in cash following her separation from service with the company, per plan terms.