[Form 4] MCDONALDS CORP Insider Trading Activity

Rhea-AI Filing Summary

Dean Lloyd H, a McDonald's Corporation director, received 119.29 units of phantom stock as deferred compensation under the Board of Directors Deferred Compensation Plan on 09/30/2025. Each phantom share is economically equivalent to one share of McDonald's common stock and will be settled in cash upon the director's retirement or other termination from the Board. The filing values the underlying common stock at $303.89, and the reporting shows 14,715.6 shares beneficially owned following the transaction, which includes dividend reinvestment. The acquisition was reported as exempt under Rule 16b-3(d)(1).

Positive

• Deferred compensation awarded under an established plan, aligning director compensation with company performance via phantom stock
• Transaction exempt under Rule 16b-3(d)(1), indicating compliance with Section 16 disclosure and insider transaction rules
• Cash-settled phantom shares avoid immediate dilution of common equity

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation grant; administrative and disclosure implications only.

This Form 4 documents a standard director compensation event: acquisition of 119.29 phantom stock units under the Board of Directors Deferred Compensation Plan. The units are cash-settled equivalents of common shares and will pay out upon departure from the board, so there is no immediate equity dilution. The filing cites Rule 16b-3(d)(1), indicating an exempt transaction for related-party compensatory arrangements. For governance review, this is a routine disclosure consistent with standard director pay practices and does not, by itself, change control or voting structure.

Compensation Analyst

TL;DR: Deferred pay grant valued at market level; modest in size relative to typical director holdings.

The report shows 119.29 phantom stock units acquired as deferred compensation, with an indicated per-share value of $303.89. Settlement is cash-based on termination, preserving liquidity for the company rather than issuing shares. The post-transaction beneficial ownership is reported as 14,715.6 shares (including dividend reinvestment), suggesting the director already holds a meaningful position but this grant is a modest incremental award. This appears to be a routine, non-accretive compensation event in line with board pay programs.

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^*

Dean Lloyd H

(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)		119.29		(3)	(3)	Common Stock	119.29	$303.89	14,715.6(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 director Dean Lloyd H receive on 09/30/2025 (MCD)?

He acquired 119.29 phantom stock units under the Board of Directors Deferred Compensation Plan, recorded on 09/30/2025.

How will the phantom stock award be paid out for MCD director Dean Lloyd H?

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

What value is shown for McDonald's common stock in this Form 4?

The filing shows an indicated per-share value of $303.89 for the underlying common stock.

Does this Form 4 indicate an increase in shares outstanding for MCD?

No. The award consists of cash-settled phantom stock, so it does not immediately issue new common shares or dilute existing shareholders.

How many shares does Dean Lloyd H beneficially own after the transaction?

The filing reports 14,715.6 shares beneficially owned following the transaction, which includes dividend reinvestment.