Form 4: McDonald Gillian reports multiple insider transactions in MCD

Rhea-AI Filing Summary

McDonald Gillian reported multiple insider transaction types in a Form 4 filing for MCD. The filing lists transactions totaling 46,768 shares at a weighted average price of $327.58 per share. Following the reported transactions, holdings were 30,087 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^*

McDonald Gillian

(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 Rest. Exp. Ofc.

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		4,090(1)	A	$0(2)	8,211.81	D
Common Stock	02/13/2026		M		296(3)	A	$0	8,507.81	D
Common Stock	02/13/2026		F		2,021.95	D	$327.58	6,485.86	D
Common Stock	02/13/2026		M		2,231(4)	A	$0(2)	8,716.86	D
Common Stock	02/13/2026		M		161(3)	A	$0	8,877.86	D
Common Stock	02/13/2026		F		1,102.71	D	$327.58	7,775.15	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			4,090(1)	02/13/2026	02/13/2026	Common Stock	4,090(1)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			296(3)	02/13/2026	02/13/2026	Common Stock	296(3)	$0	0	D
Restricted Stock Units	(2)	02/13/2026		M			2,231(4)	02/13/2026	02/13/2026	Common Stock	2,231(4)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			161(3)	02/13/2026	02/13/2026	Common Stock	161(3)	$0	0	D
Options (Right to Buy)	$327.58	02/13/2026		A		30,087		(5)	02/13/2036	Common Stock	30,087	$0	30,087	D

Explanation of Responses:

1. As a result of the Company's 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 4,976 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. As a result of the Company's 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 2,714 performance-based RSUs.

5. 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).
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FAQ

What insider transactions did McDonald’s (MCD) EVP Gillian McDonald report?

Gillian McDonald reported exercises of performance-based restricted stock units and dividend equivalent rights into McDonald’s common stock, plus a large stock option grant. She also disposed of shares coded “F” to cover exercise price or tax liabilities, all reflected as direct ownership changes.

How many McDonald’s (MCD) stock options were granted to Gillian McDonald?

She received a grant of 30,087 McDonald’s stock options described as an option to buy common shares. These options vest in 25% increments on each of the first, second, third, and fourth anniversaries of the grant date, creating a multi-year incentive structure.

Were Gillian McDonald’s McDonald’s (MCD) stock dispositions open-market sales?

The reported dispositions were not open-market sales. They were Form 4 code “F” transactions, meaning shares of McDonald’s common stock were delivered at $327.58 per share to pay the exercise price or satisfy tax withholding obligations tied to equity awards.

How did performance-based RSUs impact Gillian McDonald’s McDonald’s (MCD) share holdings?

Performance-based RSUs vested based on McDonald’s financial performance from January 1, 2023 through December 31, 2025. She vested in 82.2% of original grants of 4,976 and 2,714 RSUs, each representing one share of common stock, increasing her equity exposure to the company.

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

Dividend equivalent rights are awards that mirror dividends on McDonald’s common stock. In this filing, they were settled in connection with vested RSUs, with each dividend equivalent right treated as the economic equivalent of one McDonald’s common share, adding to her equity compensation.

What is Gillian McDonald’s direct McDonald’s (MCD) share ownership after these transactions?

Following the reported transactions, Gillian McDonald directly owns 7,775.15 shares of McDonald’s common stock. This figure reflects RSU and dividend equivalent conversions into shares, offset by shares delivered to cover exercise price or tax obligations under transaction code “F”.