McDonald’s director Hsu receives stock-linked pay

The phantom stock is cash-settled after Michael D. Hsu's retirement or other termination from the Board.

Rhea-AI Filing Summary

MCDONALDS CORP (symbol: MCD) is the issuer of record for a Form 4 filing submitted to the SEC. McDonald's Corporation director Michael D. Hsu acquired 129.9 phantom stock shares on September 30, 2026, as deferred compensation under the Board of Directors Deferred Compensation Plan. Each phantom share is the economic equivalent of one common share and is settled in cash after the director's retirement or other termination from the Board.

His reported phantom stock balance following the transaction was 2,148.52 shares, including shares acquired through dividend reinvestment. The report also lists 89 common shares held indirectly by trust.

Insider Trade Summary

Grant/Award: 129.9 shares

Grant/Award 2 txns

Insider Hsu Michael D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F1, F2, F3, F4	129.9	$230.94	$30K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 2,148.52 contracts (Direct); Common Stock — 89 shares (Indirect, By Trust)

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.

Key Figures

Phantom stock acquired: 129.9 phantom stock shares Reported phantom stock balance: 2,148.52 phantom stock shares Indirect common stock holding: 89 shares

3 metrics

Phantom stock acquired 129.9 phantom stock shares Deferred compensation acquired on September 30, 2026

Reported phantom stock balance 2,148.52 phantom stock shares Following the September 30, 2026 transaction; includes shares acquired through dividend reinvestment

Indirect common stock holding 89 shares Held by trust, as reported on September 30, 2026

Key Terms

phantom stock, Deferred Compensation Plan, Rule 16b-3(d)(1)

3 terms

phantom stock technical

"Each share of phantom stock is the economic equivalent of one share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Deferred Compensation Plan financial

"pursuant to the Board of Directors Deferred Compensation Plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

Rule 16b-3(d)(1) regulatory

"transaction exempt under Rule 16b-3(d)(1)"

FAQ

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

How many phantom stock shares did MCD director Michael D. Hsu acquire?

Michael D. Hsu acquired 129.9 phantom stock shares on September 30, 2026, as deferred compensation under the Board of Directors Deferred Compensation Plan. Each phantom share is the economic equivalent of one share of McDonald's Corporation common stock and is settled in cash following the director's retirement or other termination from the Board.

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

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Available on EDGAR 10/02/2026 - 03:12 PM Accepted by SEC EDGAR 10/02/2026 - 03:11 PM Learn about SEC filing dates

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).

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^*

Hsu Michael D.

(Last) (First) (Middle)

MCDONALD'S CORPORATION

110 N. CARPENTER STREET

(Street)

CHICAGO ILLINOIS 60607

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								89	I	By Trust

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)	09/30/2026		A(2)		129.9		(3)	(3)	Common Stock	129.9	$230.94	2,148.52(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	10/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)