Kempczinski Christopher J 4

What Happened

• Chris Kempczinski, Chairman and CEO of McDonald's (MCD), exercised stock derivatives and sold a large block of shares on Feb 12–13, 2026. He exercised 26,277 shares on 2/12 and 26,276 shares on 2/13 at an exercise price of $128.09 (total cash cost ~$6.73M), and sold those exercised shares in the open market for weighted-average prices of $331.35 and $333.54, generating proceeds of approximately $8.71M and $8.76M respectively (combined ≈ $17.47M). He also sold 9,182.5 shares to cover tax/exercise obligations for proceeds of about $3.01M. Separately, he received an award of 144,416 shares (derivative award/RSU settlement) on 2/13.

Key Details

• Transaction dates: Feb 12–13, 2026; Form 4 filed Feb 17, 2026 (appears timely).
• Major trades:
  • 2/12: Exercised 26,277 shares @ $128.09 (acquired), sold 26,277 @ $331.35 (proceeds ≈ $8,706,884). (F1)
  • 2/13: Exercised 26,276 shares @ $128.09 (acquired), sold 26,276 @ $333.54 (proceeds ≈ $8,764,097). (F2)
  • 2/13: Sold 9,182.5 shares @ weighted avg $327.58 to cover tax/exercise obligations (proceeds ≈ $3,008,003). (F—tax withholding)
  • 2/13: Award/grant of 144,416 shares (acquired, $0 value reported) — performance/RSU-related. (F3–F5)
  • Other reported conversions/exercises at $0.00 reflect RSU/derivative settlement entries.
• Shares owned after transaction: not specified in the provided excerpt.
• Notable footnotes:
  • F1/F2: Sales executed in multiple trades; prices shown are weighted averages.
  • F3–F5: Award/vesting related to performance-based RSUs and settlement of dividend equivalents.
  • F6/F7 indicate option grant/exercise schedules (older grants referenced).
  • F (payment): sale of shares to satisfy taxes/exercise price (cashless-like outcome).
• Filing timeliness: Filing date (Feb 17) aligns with required Form 4 timing for Feb 12–13 transactions and appears timely.

Context

• This was effectively a cashless exercise pattern: options/derivatives were exercised and many of the acquired shares were sold immediately in the open market; additional shares were sold to cover taxes. That is a common executive liquidity/event-driven transaction and not necessarily a directional vote on the company.
• The award of 144,416 shares appears to be RSU/performance-based compensation that vested/settled; footnotes describe performance vesting and dividend-equivalent settlement.
• These transactions are routine insider compensation and withholding activities; they provide information on insider liquidity but do not by themselves explain the insider’s future view of the company.