Form 4: Rice Brian S reports multiple insider transactions in MCD

Rhea-AI Filing Summary

Rice Brian S reported multiple insider transaction types in a Form 4 filing for MCD. The filing lists transactions totaling 30,458 shares at a weighted average price of $327.58 per share. Following the reported transactions, holdings were 24,070 shares.

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^*

Rice Brian S

(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)
	EVP-Global Chief Info. 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		2,602(1)	A	$0(2)	2,602	D
Common Stock	02/13/2026		M		188(3)	A	$0	2,790	D
Common Stock	02/13/2026		F		807.51	D	$327.58	1,982.49	D
Common Stock								8,789	I	By Trust for spouse

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			2,602(1)	02/13/2026	02/13/2026	Common Stock	2,602(1)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			188(3)	02/13/2026	02/13/2026	Common Stock	188(3)	$0	0	D
Options (Right to Buy)	$327.58	02/13/2026		A		24,070		(4)	02/13/2036	Common Stock	24,070	$0	24,070	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 3,166 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.
* 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.
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FAQ

What insider transactions did MCD (McDonald's) executive Brian Rice report?

Brian S. Rice reported vesting of performance-based RSUs into 2602.0000 common shares, 188.0000 shares from dividend equivalent rights, a new grant of 24070.0000 stock options, and a 807.5100-share disposition for tax withholding at $327.5800 per share.

How many performance-based RSUs vested for MCD executive Brian Rice?

Rice vested in 82.2% of an original 3166 performance-based restricted stock units grant, resulting in 2602.0000 common shares. Each RSU represents the right to acquire one share of McDonald’s common stock, based on performance from January 1, 2023 through December 31, 2025.

What are the details of the 24070.0000 stock options granted to MCD’s Brian Rice?

Brian Rice received 24070.0000 options (right to buy) as a new derivative award. These options become exercisable in 25% increments on the first, second, third, and fourth anniversary dates of the grant, creating a four-year vesting schedule tied to continued service.

Why did Brian Rice dispose of 807.5100 McDonald's shares at $327.5800?

The 807.5100-share disposition at $327.5800 per share was reported as a tax-withholding transaction. Shares were delivered to satisfy the exercise price or tax liability associated with vested equity awards, rather than an open-market sale aimed at changing his investment exposure.

What indirect McDonald's shareholdings are reported for Brian Rice on this Form 4?

The filing shows 8789.0000 shares of McDonald’s common stock held indirectly by a trust for Brian Rice’s spouse. These shares are reported as indirect ownership, separate from the 1982.4900 shares he holds directly after the reported transactions.

How did Brian Rice’s direct McDonald's share ownership change after these transactions?

After converting RSUs and dividend equivalent rights into common stock and disposing of 807.5100 shares for tax withholding, Brian Rice’s direct holdings totaled 1982.4900 shares. This reflects net acquisition through vesting combined with a non-market tax-related share disposition.