| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 08/04/2026 |
3. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [ MCD ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,072.72 | D | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options (Right to Buy) | (1) | 02/18/2030 | Common Stock | 10,205 | $216.15 | D | |
| Options (Right to Buy) | (2) | 02/16/2031 | Common Stock | 14,802 | $215.03 | D | |
| Options (Right to Buy) | (3) | 02/14/2032 | Common Stock | 10,981 | $253.39 | D | |
| Options (Right to Buy) | (4) | 02/13/2033 | Common Stock | 8,510 | $266.2 | D | |
| Options (Right to Buy) | (5) | 02/12/2034 | Common Stock | 7,732 | $289.44 | D | |
| Performance-based Restricted Stock Units | 02/12/2027 | 02/12/2027 | Common Stock | 1,610.24(6) | (7) | D | |
| Options (Right to Buy) | (8) | 02/12/2035 | Common Stock | 7,310 | $307.6 | D | |
| Performance-based Restricted Stock Units | 02/12/2028 | 02/12/2028 | Common Stock | 1,504.51(9) | (7) | D | |
| Options (Right to Buy) | (10) | 02/13/2036 | Common Stock | 16,047 | $327.58 | D | |
| Performance-based Restricted Stock Units | 02/13/2029 | 02/13/2029 | Common Stock | 2,844.27(11) | (7) | D | |
| Phantom Stock | (12) | (12) | Common Stock | 304.81 | (13) | I | Non-Qualified Benefit Plan |
| Explanation of Responses: |
| 1. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 10,205 options were granted on February 18, 2020. No options from this grant have been exercised. |
| 2. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 14,802 options were granted on February 16, 2021. No options from this grant have been exercised. |
| 3. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 10,981 options were granted on February 14, 2022. No options from this grant have been exercised. |
| 4. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 8,510 options were granted on February 13, 2023. No options from this grant have been exercised. |
| 5. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 7,732 options were granted on February 12, 2024. No options from this grant have been exercised. |
| 6. Represents the target number of each performance-based restricted stock unit ("PRSU") granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2024 through December 31, 2026 (the "2024-2026 Performance Period"). If McDonald's Corporation (the "Company") satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2024-2026 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results. |
| 7. Each PRSU represents a right to acquire one share of the Company's common stock. |
| 8. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 7,310 options were granted on February 12, 2025. No options from this grant have been exercised. |
| 9. Represents the target number of PRSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2025 through December 31, 2027 (the "2025-2027 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2025-2027 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results. |
| 10. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 16,047 options were granted on February 13, 2026. |
| 11. Represents the target number of PRSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2026 through December 31, 2028 (the "2026-2028 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of PRSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2026-2028 Performance Period. The number of PRSUs earned will range from 0% to 200% of the target number of PRSUs granted (plus dividend equivalents accrued) based upon the performance results. |
| 12. Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company. |
| 13. Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock. |
| /s/ Jackson Cates, Attorney-in-fact | 08/14/2026 | |
| ** 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 5 (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. | ||