McDonald’s (MCD) Director Acquires 98.72 Phantom Shares at $303.89

Reporting person: Amy E. Weaver, a director of McDonald's Corporation (MCD).

Accepted by SEC EDGAR 10/01/2025 - 12:52 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Reporting person: Amy E. Weaver, a director of McDonald's Corporation (MCD). On 09/30/2025 she acquired 98.72 units of phantom stock under the Board of Directors Deferred Compensation Plan. Each unit is the economic equivalent of one share of McDonald's common stock and will be settled in cash pursuant to the Plan, with payment occurring following the director's retirement or other termination from the Board. The acquisition is reported as exempt under Rule 16b-3(d)(1) and represents deferred compensation; the reported per-unit price is $303.89. Following the transaction, Ms. Weaver is shown as directly beneficially owning 1,919.21 shares (including shares acquired through dividend reinvestment).

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation grant in phantom shares, payable in cash at termination; standard governance practice.

The Form 4 discloses a non-derivative grant of 98.72 phantom stock units to a board director under the company's Deferred Compensation Plan. This grant is described as deferred compensation and exempt under Rule 16b-3(d)(1), indicating it follows customary insider transaction exemptions when tied to director compensation arrangements. Settlement is cash-based and occurs upon retirement or termination, which limits immediate equity dilution and aligns with common practices for non-employee directors. No unusual governance provisions or accelerated settlement terms are disclosed in the filing.

Securities Analyst

TL;DR: Transaction is compensation-related, not a market trade; limited near-term market impact and no change to operating results.

The entry reports acquisition of phantom stock units (98.72) at a reported per-unit price of $303.89 and notes direct beneficial ownership of 1,919.21 shares after the transaction. Because the units are settled in cash upon departure and represent deferred pay, the filing does not reflect open-market buying or selling by the director. There is no indication of material share-count change or immediate cash obligation that would affect financial statements today. The filing provides transparency but is informational rather than materially market-moving.

Insider Trade Summary

Grant/Award: 98.72 shares

Grant/Award 1 txn

Insider Weaver Amy E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	98.72	$303.89	$30K

Holdings After Transaction: Phantom Stock — 1,919.21 contracts (Direct)

Holdings Before and After: Phantom Stock, 1,820.49 to 1,919.21 contracts (Direct)

Footnotes (4)

1. F1. 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. F2. Acquisition of phantom stock pursuant to the Plan in a transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation.
3. F3. Payment of phantom stock will occur following the Director's retirement date or other termination from the Board.
4. F4. Includes shares acquired through dividend reinvestment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Amy E. Weaver report on Form 4 for MCD?

The Form 4 reports acquisition of 98.72 phantom stock units under the Board of Directors Deferred Compensation Plan on 09/30/2025.

How will the phantom stock be settled?

Each phantom stock unit is the economic equivalent of a McDonald's common share and will be settled in cash following the director's retirement or other termination from the Board.

Was the transaction exempt from Section 16(b) liability?

Yes. The filing states the acquisition was exempt under Rule 16b-3(d)(1), as it represents deferred compensation.

What price is shown for the phantom stock units?

The reported per-unit price associated with the phantom stock is $303.89.

How many shares does Ms. Weaver beneficially own after the reported transaction?

The Form 4 shows 1,919.21 shares beneficially owned following the reported transaction, which includes shares from dividend reinvestment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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).

1. Name and Address of Reporting Person^*

Weaver Amy E

(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)
09/30/2025

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)	09/30/2025		A(2)		98.72		(3)	(3)	Common Stock	98.72	$303.89	1,919.21(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	10/01/2025
	** 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.