SEC Form 3 · accession 0002150576-26-000002

MCDONALDS CORP · MCD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Skye Anderson

Officer — President, McDonald's USA

Period of report

Aug 4, 2026

Accepted (ET)

Aug 14, 2026 · 6:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000063908

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—		—	1,073	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Options (Right to Buy)^F1	$216.15	holding	—	—	—	—	Feb 18, 2030	Common Stock	10,205	—	D
Options (Right to Buy)^F2	$215.03	holding	—	—	—	—	Feb 16, 2031	Common Stock	14,802	—	D
Options (Right to Buy)^F3	$253.39	holding	—	—	—	—	Feb 14, 2032	Common Stock	10,981	—	D
Options (Right to Buy)^F4	$266.20	holding	—	—	—	—	Feb 13, 2033	Common Stock	8,510	—	D
Options (Right to Buy)^F5	$289.44	holding	—	—	—	—	Feb 12, 2034	Common Stock	7,732	—	D
Performance-based Restricted Stock Units^F7,F6	—	holding	—	—	—	Feb 12, 2027	Feb 12, 2027	Common Stock	1,610	—	D
Options (Right to Buy)^F8	$307.60	holding	—	—	—	—	Feb 12, 2035	Common Stock	7,310	—	D
Performance-based Restricted Stock Units^F7,F9	—	holding	—	—	—	Feb 12, 2028	Feb 12, 2028	Common Stock	1,505	—	D
Options (Right to Buy)^F10	$327.58	holding	—	—	—	—	Feb 13, 2036	Common Stock	16,047	—	D
Performance-based Restricted Stock Units^F7,F11	—	holding	—	—	—	Feb 13, 2029	Feb 13, 2029	Common Stock	2,844	—	D
Phantom Stock^F13,F12	—	holding	—	—	—	—	—	Common Stock	305	—	I

Explanation of responses

F1Options 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.
F10Options 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.
F11Represents 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.
F12Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
F13Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.
F2Options 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.
F3Options 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.
F4Options 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.
F5Options 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.
F6Represents 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.
F7Each PRSU represents a right to acquire one share of the Company's common stock.
F8Options 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.
F9Represents 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.