Christopher J. Kempczinski - 12 Feb 2026 Form 4 Insider Report for MCDONALDS CORP (MCD)

Role
Chairman and CEO, Director
Signature
/s/ Jeffrey J. Pochowicz, Attorney-in-fact
Issuer symbol
MCD
Transactions as of
12 Feb 2026
Net transactions value
-$13,747,471
Form type
4
Filing time
17 Feb 2026, 19:47:37 UTC
Previous filing
10 Dec 2025
Next filing
11 Mar 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kempczinski Christopher J Chairman and CEO, Director MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET, CHICAGO /s/ Jeffrey J. Pochowicz, Attorney-in-fact 17 Feb 2026 0001598115

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MCD Common Stock Options Exercise $3,365,821 +26,277 +115% $128.09 49,177 12 Feb 2026 Direct
transaction MCD Common Stock Sale $8,706,884 -26,277 -53% $331.35 22,900 12 Feb 2026 Direct F1
transaction MCD Common Stock Options Exercise $3,365,693 +26,276 +115% $128.09 49,176 13 Feb 2026 Direct
transaction MCD Common Stock Sale $8,764,097 -26,276 -53% $333.54 22,900 13 Feb 2026 Direct F2
transaction MCD Common Stock Options Exercise $0 +19,333 +84% $0.000000 42,233 13 Feb 2026 Direct F3, F4
transaction MCD Common Stock Options Exercise $0 +1,395 +3.3% $0.000000 43,628 13 Feb 2026 Direct F5
transaction MCD Common Stock Tax liability $3,008,003 -9,182 -21% $327.58 34,446 13 Feb 2026 Direct
holding MCD Common Stock 31,842 12 Feb 2026 By Trust for children

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MCD Options (Right to Buy) Options Exercise $0 -26,277 -50% $0.000000 26,276 12 Feb 2026 Common Stock 26,277 $128.09 Direct F6
transaction MCD Options (Right to Buy) Options Exercise $0 -26,276 -100% $0.000000 0 13 Feb 2026 Common Stock 26,276 $128.09 Direct F6
transaction MCD Restricted Stock Units Options Exercise $0 -19,333 -100% $0.000000 0 13 Feb 2026 Common Stock 19,333 Direct F3, F4
transaction MCD Dividend Equivalent Rights Options Exercise $0 -1,395 -100% $0.000000 0 13 Feb 2026 Common Stock 1,395 Direct F5
transaction MCD Options (Right to Buy) Award $0 +144,416 $0.000000 144,416 13 Feb 2026 Common Stock 144,416 $327.58 Direct F7
holding MCD Phantom Stock 4,987 12 Feb 2026 Common Stock 4,987 Non-Qualified Benefit Plan F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 This transaction was executed in multiple trades ranging from $330.00 to $332.29 per share. The price reported represents the weighted average sale 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.
F2 This transaction was executed in multiple trades ranging from $332.50 to $335.22 per share. The price reported represents the weighted average sale 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.
F3 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 23,519 performance-based restricted stock units ("RSUs").
F4 Each performance-based RSU represents a right to acquire one share of the Company's common stock.
F5 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.
F6 Options were granted on March 8, 2017 and became exercisable in 25% increments on the first, second, third and fourth anniversary of the grant.
F7 Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
F8 Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.
F9 Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
F10 Includes shares acquired through dividend reinvestment.