McDonald’s (NYSE: MCD) USA president reports RSU vesting and options grant

Rhea-AI Filing Summary

McDonald's executive Joseph M. Erlinger, President of McDonald's USA, reported routine equity compensation activity. On February 13, 2026, performance-based restricted stock units representing 5,577 shares of common stock vested and were converted into shares, reflecting the company’s performance against financial targets for the 2023–2025 period.

He also received 403 shares of common stock from dividend equivalent rights tied to those vested units, and was granted 32,093 stock options that become exercisable in 25% increments on each of the first four anniversaries of the grant. To cover tax obligations related to these awards, 2,312.23 shares of common stock were disposed of at $327.58 per share, leaving him with 9,065.89 shares of directly owned common stock.

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^*

Erlinger Joseph M.

(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, McDonald's USA

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		5,577(1)	A	$0(2)	10,975.12	D
Common Stock	02/13/2026		M		403(3)	A	$0	11,378.12	D
Common Stock	02/13/2026		F		2,312.23	D	$327.58	9,065.89	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			5,577(1)	02/13/2026	02/13/2026	Common Stock	5,577(1)	$0	0	D
Dividend Equilavent Rights	(3)	02/13/2026		M			403(3)	02/13/2026	02/13/2026	Common Stock	403(3)	$0	0	D
Options (Right to Buy)	$327.58	02/13/2026		A		32,093		(4)	02/13/2036	Common Stock	32,093	$0	32,093	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 6,785 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.

	/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.
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FAQ

What insider transactions did McDonald's (MCD) report for Joseph M. Erlinger?

Joseph M. Erlinger reported equity compensation activity, including vested restricted stock units converted into 5,577 common shares, 403 shares from dividend equivalent rights, a grant of 32,093 stock options, and a 2,312.23-share tax-withholding disposition at $327.58 per share.

How many McDonald's (MCD) performance-based RSUs vested for Joseph Erlinger?

Performance-based RSUs representing 5,577 McDonald's common shares vested for Joseph Erlinger. This reflected 82.2% vesting of an original 6,785-unit grant based on Company performance against pre-approved financial targets for the January 1, 2023 to December 31, 2025 performance period.

What stock option grant did Joseph Erlinger receive from McDonald's (MCD)?

Joseph Erlinger received a grant of 32,093 McDonald's stock options. These options become exercisable in 25% increments on the first, second, third, and fourth anniversaries of the grant date, providing a multi-year equity incentive tied to the company’s long-term performance.

Why did Joseph Erlinger dispose of McDonald's (MCD) shares in this Form 4?

The 2,312.23 McDonald's shares were disposed of to satisfy tax obligations related to equity awards. This tax-withholding disposition occurred at a price of $327.58 per share and is distinct from an open-market sale, functioning instead as payment of tax liability in shares.

How many McDonald's (MCD) shares does Joseph Erlinger hold after these transactions?

Following the reported transactions, Joseph Erlinger directly holds 9,065.89 McDonald's common shares. This balance reflects the conversion of vested awards, additional shares from dividend equivalents, and the reduction from shares withheld and disposed of to cover associated tax liabilities.

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

Dividend equivalent rights in this filing are awards economically equivalent to McDonald's common shares. When related RSUs vest, these rights are settled in shares; here, settlement of dividend equivalent rights produced 403 additional common shares for Joseph Erlinger alongside his vested restricted stock units.