McDonald’s (MCD) legal chief sells 2,763 shares, retains stock and phantom units

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

McDonald’s EVP and Chief Legal Officer Desiree Ralls-Morrison sold common stock in an open-market transaction. On this Form 4, she sold 2,763 shares of McDonald’s common stock at a weighted average price of $278.36 per share, with individual trades ranging from $277.60 to $280.19. After the sale, she directly owns 6,268.12 common shares.

The filing also reports 3,278.25 units of phantom stock held indirectly through a non-qualified benefit plan. Each phantom stock unit represents the cash value of one McDonald’s share and is payable in cash after her separation from the company, and the balance includes amounts acquired through dividend reinvestment.

Insights

Routine executive stock sale with ongoing equity and phantom holdings.

EVP and Chief Legal Officer Desiree Ralls-Morrison reported an open-market sale of 2,763 McDonald’s common shares at a weighted average of $278.36 per share. Following the sale, she retains direct ownership of 6,268.12 common shares.

The filing also lists 3,278.25 units of phantom stock, a cash-settled form of deferred compensation tied to McDonald’s share value, held through a non-qualified benefit plan. These units are payable in cash after her separation from service, and the balance reflects dividend reinvestment. Overall, this is a routine liquidity and compensation-related disclosure rather than a transformative event.

Insider Trade Summary 10b5-1

Net Seller: 2,763 shares ($769,109)

Net Sell 2 txns

Insider Ralls-Morrison Desiree

Role EVP, Chief Legal Officer

Sold 2,763 shs ($769K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,763	$278.36	$769K
holding	Phantom Stock	--	--	--

Holdings After Transaction: Common Stock — 6,268.12 shares (Direct, null); Phantom Stock — 3,278.25 shares (Indirect, Non-Qualified Benefit Plan)

Footnotes (1)

This transaction was executed in multiple trades ranging from $277.60 to $280.19 per share. The price reported represents the weighted average sales price of this trade. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock. Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company. Includes shares acquired through dividend reinvestment.

Key Figures

Shares sold: 2,763 shares Weighted average sale price: $278.36 per share Shares held after sale: 6,268.12 shares +1 more

4 metrics

Shares sold 2,763 shares Open-market sale of common stock on May 28, 2026

Weighted average sale price $278.36 per share Open-market sale range $277.60–$280.19

Shares held after sale 6,268.12 shares Direct ownership of McDonald’s common stock after transaction

Phantom stock units 3,278.25 units Indirect holdings in non-qualified benefit plan tied to common stock

Key Terms

Phantom Stock, Non-Qualified Benefit Plan, weighted average sales price, dividend reinvestment

4 terms

Phantom Stock financial

"Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock."

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.

Non-Qualified Benefit Plan financial

"nature_of_ownership": "Non-Qualified Benefit Plan""

weighted average sales price financial

"The price reported represents the weighted average sales price of this trade."

dividend reinvestment financial

"Includes shares acquired through dividend reinvestment."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 11:59 AM

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^*

Ralls-Morrison Desiree

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2026		S		2,763	D	$278.36⁽¹⁾	6,268.12	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	3,278.25⁽⁴⁾		3,278.25⁽⁴⁾	I	Non-Qualified Benefit Plan

Explanation of Responses:

1. This transaction was executed in multiple trades ranging from $277.60 to $280.19 per share. The price reported represents the weighted average sales price of this trade. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

2. Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.

3. Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.

4. Includes shares acquired through dividend reinvestment.

	/s/ Jeffrey J. Pochowicz, Attorney-in-fact	05/30/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did McDonald’s (MCD) executive Desiree Ralls-Morrison report in this Form 4?

Desiree Ralls-Morrison reported selling 2,763 shares of McDonald’s common stock in an open-market transaction at a weighted average price of $278.36 per share. After the sale, she directly owns 6,268.12 common shares, plus phantom stock units held through a benefit plan.

How many McDonald’s (MCD) shares did Desiree Ralls-Morrison sell and at what price?

She sold 2,763 McDonald’s common shares at a weighted average price of $278.36 per share. The trades were executed in multiple transactions, with prices ranging from $277.60 to $280.19, and the reported figure reflects the weighted average sales price.

How many McDonald’s (MCD) shares does Desiree Ralls-Morrison hold after the reported sale?

After the reported sale, Desiree Ralls-Morrison directly holds 6,268.12 shares of McDonald’s common stock. In addition, she has 3,278.25 units of phantom stock, which are tied to McDonald’s share value and are payable in cash after her separation from the company.

What is the phantom stock reported for McDonald’s (MCD) executive Desiree Ralls-Morrison?

The phantom stock represents a right to receive the cash value of one McDonald’s common share for each unit. Ralls-Morrison holds 3,278.25 phantom stock units in a non-qualified benefit plan, payable in cash following her separation from service, including units gained through dividend reinvestment.

Was Desiree Ralls-Morrison’s McDonald’s (MCD) stock sale executed in a single trade?

No, the sale was executed in multiple trades ranging from $277.60 to $280.19 per share. The Form 4 reports a weighted average price of $278.36 per share and notes she will provide detailed trade prices to regulators or shareholders upon request.

How is Desiree Ralls-Morrison’s ownership in McDonald’s (MCD) characterized after this Form 4?

Her ownership consists of 6,268.12 shares of McDonald’s common stock held directly plus 3,278.25 phantom stock units held indirectly through a non-qualified benefit plan. The phantom units are cash-settled and linked to McDonald’s share value, payable after separation.