What is the nature of the share disposal reported by McDonald's (MCD) CFO?

The disposal of 2,368.1 shares at $327.58 per share was a tax-withholding transaction , used to pay exercise price or tax liabilities. It was not classified as an open-market sale but as part of equity award settlement mechanics.

Form 4: Borden Ian Frederick reports multiple insider transactions in MCD

Q: What equity awards did McDonald's (MCD) CFO Ian Borden receive?

Ian Borden received a grant of 52,151 stock options and vested in 5,949 restricted stock units on February 13, 2026. These awards increase his long-term equity-based compensation tied to McDonald’s share performance and service with the company.

Q: How many McDonald's (MCD) shares did Ian Borden acquire and dispose of?

Ian Borden acquired 5,949 shares of common stock plus 430 dividend equivalent rights that settled in stock, and disposed of 2,368.1 shares to satisfy tax obligations. These transactions reflect equity compensation settlement rather than open-market buying or selling.

Q: How many McDonald's (MCD) shares does Ian Borden own after these transactions?

After the reported transactions, Ian Borden directly owned 30,364.05 shares of McDonald's common stock. This reflects his updated ownership position following RSU vesting, dividend equivalent settlement, option-related activity, and shares withheld for taxes.

Q: How will Ian Borden’s new McDonald's (MCD) stock options vest?

The 52,151 stock options granted to Ian Borden become exercisable in 25% increments on the first, second, third, and fourth anniversaries of the grant date, providing a four-year vesting schedule aligned with continued service.

Q: What performance outcome triggered Ian Borden’s RSU vesting at McDonald's (MCD)?

Borden vested in 82.2% of an original grant of 7,237 performance-based RSUs due to McDonald’s performance against pre-approved financial targets for the period from January 1, 2023 through December 31, 2025, leading to 5,949 units vesting.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Borden Ian Frederick reported multiple insider transaction types in a Form 4 filing for MCD. The filing lists transactions totaling 67,277 shares at a weighted average price of $327.58 per share. Following the reported transactions, holdings were 52,151 shares.

Insider Trade Summary

6,379 shares exercised/converted

Mixed 6 txns

Insider Borden Ian Frederick

Role EVP - CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,949	$0.00	--
Exercise	Dividend Equivalent Rights	430	$0.00	--
Grant/Award	Options (Rights to Buy)	52,151	$0.00	--
Exercise	Common Stock	5,949	$0.00	--
Exercise	Common Stock	430	$0.00	--
Tax Withholding	Common Stock	2,368.1	$327.58	$776K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Dividend Equivalent Rights — 0 shares (Direct); Options (Rights to Buy) — 52,151 shares (Direct); Common Stock — 32,302.15 shares (Direct)

Footnotes (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 7,237 performance-based restricted stock units ("RSUs"). Each performance-based RSU represents a right to acquire one share of the Company's common stock. 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. Options become exercisable in 25% increments on the first, second, third and fourth anniversary date of the grant.

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Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 07:44 PM

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^*

Borden Ian Frederick

(Last)

(First)

(Middle)

MCDONALD'S CORPORATION

110 NORTH CARPENTER STREET

(Street)

CHICAGO

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 - CFO

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)
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	02/13/2026		M		5,949⁽¹⁾	A	$0⁽²⁾	32,302.15	D
Common Stock	02/13/2026		M		430⁽³⁾	A	$0	32,732.15	D
Common Stock	02/13/2026		F		2,368.1	D	$327.58	30,364.05	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)
Restricted Stock Units	⁽²⁾	02/13/2026		M			5,949⁽¹⁾	02/13/2026	02/13/2026	Common Stock	5,949⁽¹⁾	$0	0	D
Dividend Equivalent Rights	⁽³⁾	02/13/2026		M			430⁽³⁾	02/13/2026	02/13/2026	Common Stock	430⁽³⁾	$0	0	D
Options (Rights to Buy)	$327.58	02/13/2026		A		52,151		⁽⁴⁾	02/13/2036	Common Stock	52,151	$0	52,151	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 7,237 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 become exercisable in 25% increments on the first, second, third and fourth anniversary date 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did McDonald's (MCD) CFO Ian Borden receive?

Ian Borden received a grant of 52,151 stock options and vested in 5,949 restricted stock units on February 13, 2026. These awards increase his long-term equity-based compensation tied to McDonald’s share performance and service with the company.

How many McDonald's (MCD) shares did Ian Borden acquire and dispose of?

Ian Borden acquired 5,949 shares of common stock plus 430 dividend equivalent rights that settled in stock, and disposed of 2,368.1 shares to satisfy tax obligations. These transactions reflect equity compensation settlement rather than open-market buying or selling.

How many McDonald's (MCD) shares does Ian Borden own after these transactions?

After the reported transactions, Ian Borden directly owned 30,364.05 shares of McDonald's common stock. This reflects his updated ownership position following RSU vesting, dividend equivalent settlement, option-related activity, and shares withheld for taxes.

How will Ian Borden’s new McDonald's (MCD) stock options vest?

The 52,151 stock options granted to Ian Borden become exercisable in 25% increments on the first, second, third, and fourth anniversaries of the grant date, providing a four-year vesting schedule aligned with continued service.

What performance outcome triggered Ian Borden’s RSU vesting at McDonald's (MCD)?

Borden vested in 82.2% of an original grant of 7,237 performance-based RSUs due to McDonald’s performance against pre-approved financial targets for the period from January 1, 2023 through December 31, 2025, leading to 5,949 units vesting.