[Form 4] MCDONALDS CORP Insider Trading Activity

Rhea-AI Filing Summary

Michael D. Hsu, a director of McDonald's Corporation (MCD), reported acquiring phantom stock under the Board of Directors Deferred Compensation Plan. The Form 4 shows acquisition of 98.72 units of phantom stock on 09/30/2025, with an indicated per-share price of $303.89. The filing states each phantom share is economically equivalent to one share of McDonald's common stock and will be settled in cash following the director's retirement or other termination from the Board. The report lists 999.12 shares of common stock beneficially owned following the transaction, and notes that the amount includes shares acquired through dividend reinvestment. The acquisition is described as deferred compensation and exempt under Rule 16b-3(d)(1).

Positive

• Director compensation linked to company performance: 98.72 phantom stock units align pay with McDonald's stock value while being cash-settled.
• No immediate dilution: Phantom stock will be settled in cash on retirement/termination, so common shares are not newly issued at grant.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine deferred-compensation grant to a director; cash-settled phantom shares align director pay with shareholder return without issuing equity.

The Form 4 documents a non-derivative economic grant (phantom stock) of 98.72 units to director Michael D. Hsu under the Board's Deferred Compensation Plan, exempt under Rule 16b-3(d)(1). Because the phantom shares are cash-settled on retirement or termination, there is no immediate dilution to shareholders. The filing also discloses 999.12 shares beneficially owned after the transaction and indicates dividend reinvestment effects. This is a standard director compensation mechanic that links pay to company stock performance while preserving share count.

Compensation Analyst

TL;DR: Director received 98.72 phantom stock units valued at $303.89 each; payment is deferred and payable in cash upon exit from the Board.

The document specifies that each phantom unit equals one common share economically and will be settled in cash following the director's retirement or other termination. The reported transaction is listed as deferred compensation and exempt under Rule 16b-3(d)(1), indicating it follows standard insider transaction relief. The filing notes that the post-transaction beneficial ownership totals 999.12 shares, which incorporates dividend reinvestment. There are no disclosed option exercises, dispositions, or changes to equity ownership other than this deferred-compensation grant.

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^*

Hsu Michael D.

(Last) (First) (Middle)

MCDONALD'S CORPORATION

110 N. 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
Common Stock								89	I	By Trust

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	999.12(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 Michael D. Hsu report on Form 4 for MCD?

He reported acquisition of 98.72 phantom stock units under the Board of Directors Deferred Compensation Plan on 09/30/2025.

How will the phantom stock be settled according to the filing?

The phantom stock is cash-settled following the director's retirement date or other termination from the Board.

What is the reported value per unit in the Form 4?

The filing shows $303.89 in connection with the reported phantom stock units.

How many shares does the reporting person own after the transaction?

The Form 4 lists 999.12 shares beneficially owned following the reported transaction, including shares acquired through dividend reinvestment.

Was the transaction reported as exempt under Rule 16b-3?

Yes. The acquisition is described as deferred compensation exempt under Rule 16b-3(d)(1).