Dean Lloyd H 4

4 · MCDONALDS CORP · Filed Jul 2, 2026

AI-generated summary of this filing

Updated Jul 2, 2026

McDonald's (MCD) Director Dean Lloyd Receives Phantom Stock Award

What Happened

Dean H. Lloyd, a McDonald’s director, was granted phantom stock (a deferred cash-settled award) in two installments: 116.64 phantom shares on 2026-03-31 at an effective price of $310.79 ($36,251) and 134.11 phantom shares on 2026-06-30 at $270.31 ($36,251). Total award = 250.75 phantom shares, aggregate value ≈ $72,502. These are awards (A) — not open-market purchases or sales — and represent deferred compensation rather than immediate ownership of common stock.

Key Details

Transaction dates and values:
- 2026-03-31: 116.64 phantom shares @ $310.79 = $36,251 (reported late per the filing remark)
- 2026-06-30: 134.11 phantom shares @ $270.31 = $36,251
Shares owned after transaction: Not specified in the Form 4 filing.
Footnotes of note:
- F1/F2: Phantom shares are economic equivalents of common stock and were granted under the Board's Deferred Compensation Plan; transaction is exempt under Rule 16b-3(d)(1).
- F3: Phantom stock will be paid in cash after the director's retirement or termination from the Board.
- F4: Amounts include shares acquired through dividend reinvestment.
Timeliness: The March 31, 2026 grant was reported late due to an administrative oversight (filing remark). The filing date is 2026-07-02 (reporting period 2026-03-31).

Context

These awards are derivative, cash-settled deferred compensation rather than an immediate transfer of common stock; payment is expected upon the director's retirement or board departure. Such director deferred-comp awards are commonly exempt under Rule 16b-3 and are routine compensation, not a direct buy or sell signal.

Form 4

Period: 2026-03-31

Director

Transactions

Award
Phantom Stock
[F1][F2][F3][F4]
2026-03-31$310.79/sh+116.64$36,251→ 15,796.34 total
→ Common Stock (116.64 underlying)
Award
Phantom Stock
[F1][F2][F3][F4]
2026-06-30$270.31/sh+134.11$36,251→ 16,032.49 total
→ Common Stock (134.11 underlying)

Footnotes (4)

[F1]Each share of phantom stock is the economic equivalent of one share of McDonald's Corporation common stock and shall be settled in cash, pursuant to the Board of Directors' Deferred Compensation Plan (the "Plan").
[F2]Acquisition of phantom stock pursuant to the Plan in a transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation.
[F3]Payment of phantom stock will occur following the Director's retirement date or other termination from the Board.
[F4]Includes shares acquired through dividend reinvestment.

Signature

/s/ Jeffrey J. Pochowicz, Attorney-in-fact|2026-07-01

1 file