MCDONALDS CORP — Director's Dealing 2024

Feb 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2024-02-12

Reporting Person: Kempczinski Christopher J (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-12	Options (Right to Buy)	$289.44	A	125377	Acquired	2034-02-12	Common Stock (125377)	Direct
2024-02-12	Restricted Stock Units	$	A	32387	Acquired	2024-02-16	Common Stock (32387)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29031	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (4771.81)	4771.81	Indirect

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: As a result of the Company's performance against the pre-approved financial targets as certified on February 12, 2024 for the period of January 1, 2021 through December 31, 2023, the reporting person will vest in 187.5% of the original target amount of 32,247 performance-based RSUs, plus shares acquired through dividend reinvestment, subject to completion of the service period on February 16, 2024. Accordingly, the reported transaction reflects the acquisition of an additional 32,387 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.

F6: Includes shares acquired through dividend reinvestment.