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: OZAN KEVIN M (SEVP - Strategic Initiatives)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-13	Restricted Stock Units	$	A	5069	Acquired	2023-02-18	Common Stock (5069)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21968	Direct
Common Stock	3947.91	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (2483.27)	2483.27	Indirect

Footnotes

F1: Includes shares acquired through dividend reinvestment.

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

F3: 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 153.7% of the original target amount of 7,794 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 5,069 RSUs earned above the target grant.

F4: Each share of phantom stock represents a right to receive the cash value of one share of the Company common stock.

F5: Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.