McDonald’s (MCD) EVP Banner sells 6,200+ shares after option exercise

Rhea-AI Filing Summary

MCDONALDS CORP executive Jonathan Banner reported option exercises and share sales. On February 23, he exercised options for 4,600 shares of common stock at an exercise price of $266.20 per share. He then sold a total of 6,200.66 shares of McDonald’s common stock in open-market transactions at prices around $333 per share. After these trades, he directly owned 2,291.09 McDonald’s 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Banner Jonathan

(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 - Chief Impact Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		S		1,600.66	D	$333.42	2,291.09	D
Common Stock	02/23/2026		M		4,600	A	$266.2	6,891.09	D
Common Stock	02/23/2026		S		4,600	D	$333.24	2,291.09	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)	$266.2	02/23/2026		M			4,600	(1)	02/13/2033	Common Stock	4,600	$0	4,600	D

Explanation of Responses:

1. Options were granted February 13, 2023 and become exercisable in 25% increments on the first, second, third and fourth anniversary of the grant.

	/s/ Jeffrey J. Pochowicz, Attorney-in-fact	02/24/2026
	** 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.
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FAQ

What insider transactions did Jonathan Banner report for MCD on February 23, 2026?

Jonathan Banner reported exercising options and selling common shares on February 23, 2026. He exercised options for 4,600 McDonald’s shares, then sold 6,200.66 shares in open-market trades, combining both an acquisition through exercise and subsequent sales.

How many McDonald’s (MCD) shares did Jonathan Banner sell in this Form 4?

Jonathan Banner sold a total of 6,200.66 McDonald’s common shares. These were reported as open-market or private sale transactions, with sale prices disclosed around $333 per share, reflecting a net reduction in his directly held share count.

What option exercise did Jonathan Banner report for McDonald’s (MCD) stock?

He reported exercising options covering 4,600 McDonald’s shares at an exercise price of $266.20 per share. The options were originally granted on February 13, 2023, and become exercisable in 25% increments on each of the first four anniversaries of the grant date.

What is Jonathan Banner’s McDonald’s (MCD) share ownership after these transactions?

After the reported option exercises and subsequent share sales, Jonathan Banner directly owns 2,291.09 McDonald’s common shares. This figure reflects his remaining direct holdings following both the acquisition of shares through option exercise and the open-market sales reported.

At what prices were Jonathan Banner’s McDonald’s (MCD) share sales reported?

His reported McDonald’s share sales occurred at prices of $333.42 and $333.24 per share. These prices applied to the 1,600.66-share and 4,600-share sale transactions respectively, as part of the total 6,200.66 shares sold in the open market.