Dean Lloyd H 4

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.