MCDONALDS CORP — Director's Dealing 2023

Feb 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2023-02-13

Reporting Person: Sempels Jo (President, IDL)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-13	Options (Right to Buy)	$266.2	A	5290	Acquired	2033-02-13	Common Stock (5290)	Direct
2023-02-13	Restricted Stock Units	$	A	1041	Acquired	2026-02-13	Common Stock (1041)	Direct
2023-02-13	Restricted Stock Units	$	A	596	Acquired	2023-02-18	Common Stock (596)	Direct

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F2: Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation (the "Company") common stock.

F3: Represents the target number of RSUs granted, subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and return on invested capital ("ROIC") for the period of January 1, 2023 through December 31, 2025 (the "Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company total shareholder return relative to the S&P 500 Index over the Performance Period. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted.

F4: As a result of the Company's performance against the pre-approved financial targets as certified on February 13, 2023 for the period of January 1, 2020 through December 31, 2022, the reporting person will vest in 150% of the original target amount of 975 performance-based RSUs, plus shares acquired through dividend reinvestment, subject to completion of the service period on February 18, 2023. Accordingly, the reported transaction reflects the acquisition of an additional 596 RSUs earned above the target grant.