[Form 4] MCDONALDS CORP Insider Trading Activity

Rhea-AI Filing Summary

Jennifer L. Taubert, a director of McDonald's Corporation (MCD), acquired 98.72 phantom stock units on 09/30/2025 under the Board of Directors Deferred Compensation Plan. Each phantom stock unit is the economic equivalent of one share of McDonald's common stock and will be settled in cash under the Plan, with payment occurring after the director's retirement or other termination from the Board. The acquisition was made in a transaction exempt under Rule 16b-3(d)(1) and the reported amount represents deferred compensation. The filing reports 2,910.15 shares beneficially owned following the transaction, which includes shares acquired through dividend reinvestment.

Positive

• Transparent disclosure of director deferred compensation under the Board's Deferred Compensation Plan
• Non-dilutive phantom units settled in cash, so no immediate increase in outstanding shares
• Exemption under Rule 16b-3(d)(1) indicates the transaction follows a standard insider-compensation exemption

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director deferred-compensation grant; no immediate dilution or cash purchase by the director.

The Form 4 documents a director compensation accrual rather than an open-market purchase or sale. The 98.72 phantom units represent deferred compensation that will be settled in cash and are exempt under Rule 16b-3(d)(1). This is a non-cash, non-dilutive arrangement and does not alter share count. For investors, the item is a disclosure of executive pay mechanics rather than a signal of material corporate change.

Corporate Governance Expert

TL;DR: Standard director deferred-compensation reporting consistent with governance best practices.

The filing shows transparent reporting of director compensation through phantom stock under the Board's Deferred Compensation Plan and notes settlement timing tied to retirement. The form clarifies exemption status and dividend reinvestment treatment. This aligns with customary governance processes for non-employee directors and raises no immediate governance concerns based on the disclosed facts.

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
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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).

1. Name and Address of Reporting Person^*

Taubert Jennifer L

(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	2,910.15(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.

FAQ

What did McDonald's (MCD) director Jennifer Taubert report on Form 4?

The Form 4 reports acquisition of 98.72 phantom stock units on 09/30/2025 under the Board of Directors Deferred Compensation Plan; these units are cash-settled equivalents of common stock.

Will the 98.72 phantom units increase McDonald's (MCD) outstanding shares?

No. The filing states the phantom units are cash-settled and are the economic equivalent of shares, so they do not immediately increase the company's share count.

When will payment for the phantom stock reported on MCD Form 4 occur?

Payment of the phantom stock will occur following the director's retirement date or other termination from the Board, per the filing.

Does the Form 4 indicate the transaction was subject to insider-trading rules?

The filing notes the acquisition was made in a transaction exempt under Rule 16b-3(d)(1), which governs certain insider compensation transactions.

How many McDonald's shares does Jennifer Taubert beneficially own after the reported transaction?

The Form 4 reports 2,910.15 shares beneficially owned following the reported transaction; the filing indicates this total includes shares from dividend reinvestment.