Form 4: Flatley Edith Morgan reports multiple insider transactions in MCD

Rhea-AI Filing Summary

Flatley Edith Morgan reported multiple insider transaction types in a Form 4 filing for MCD. The filing lists transactions totaling 44,938 shares at a weighted average price of $250.91 per share. Following the reported transactions, holdings were 26,076 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).

X

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^*

Flatley Edith Morgan

(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 CMO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		M		4,692	A	$157.79	10,891.56	D
Common Stock	02/12/2026		S		4,692	D	$331	6,199.56	D
Common Stock	02/13/2026		M		1,859(1)	A	$0(2)	8,058.56	D
Common Stock	02/13/2026		M		135(3)	A	$0	8,193.56	D
Common Stock	02/13/2026		F		797.58	D	$327.58	7,395.98	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
Options (Right to Buy)	$157.79	02/12/2026		M			4,692	(4)	02/19/2028	Common Stock	4,692	$0	0	D
Restricted Stock Units	(2)	02/13/2026		M			1,859(1)	02/13/2026	02/13/2026	Common Stock	1,859(1)	$0	0	D
Dividend Equivalent Rights	(3)	02/13/2026		M			135(3)	02/13/2026	02/13/2026	Common Stock	135(3)	$0	0	D
Options (Right to Buy)	$327.58	02/13/2026		A		26,076		(5)	02/13/2036	Common Stock	26,076	$0	26,076	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 2,262 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 were granted on February 19, 2018 and became exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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).
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 insider transactions did McDonald’s (MCD) EVP Edith Morgan Flatley report?

Edith Morgan Flatley reported exercising performance-based RSUs and options, receiving a new 26,076-share option grant, selling 4,692 common shares at 331.00, and having shares withheld to cover taxes. These moves adjusted her direct McDonald’s common stock holdings to 7,395.98 shares.

How many McDonald’s (MCD) shares did Edith Morgan Flatley sell in the latest Form 4?

She sold 4,692 shares of McDonald’s common stock in an open-market transaction at 331.00 per share. This sale followed the exercise of options for the same number of shares and formed part of a broader set of equity compensation transactions.

What new equity award did Edith Morgan Flatley receive from McDonald’s (MCD)?

She received a grant of 26,076 options (right to buy) on McDonald’s common stock. According to the filing, these options become exercisable in 25% increments on the first, second, third, and fourth anniversary dates of the grant.

How did McDonald’s (MCD) performance-based RSUs vest for Edith Morgan Flatley?

The filing states she vested in 82.2% of an original grant of 2,262 performance-based RSUs based on McDonald’s performance from January 1, 2023 through December 31, 2025. Each RSU corresponds to one share of McDonald’s common stock upon settlement.

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

Dividend equivalent rights were settled in connection with vested RSUs, resulting in 135 additional common shares. Each dividend equivalent right is described as the economic equivalent of one share of McDonald’s common stock, mirroring dividends that would have been paid on underlying shares.

Why were some McDonald’s (MCD) shares withheld from Edith Morgan Flatley?

The filing shows a disposition of 797.58 shares coded as “F,” meaning shares were delivered to satisfy tax liabilities or exercise costs. This tax-withholding transaction occurred at a price of 327.58 per share and is distinct from open-market sales.