Erlinger Joseph M. 4

4 · MCDONALDS CORP · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

McDonald's President Joseph Erlinger Receives RSUs, Exercises Options

What Happened

Joseph M. Erlinger, President of McDonald's USA, had multiple derivative and award transactions reported on Feb 13, 2026. The filing shows the acquisition (vesting/grant) of 32,093 shares via awards (RSUs/dividend equivalents) and the exercise/conversion of derivatives for 5,577 and 403 shares (reported as $0 acquisition price). To satisfy tax withholding obligations, 2,312.23 shares were surrendered/disposed at $327.58 per share for a total of $757,440.
These transactions are largely award/settlement events (not open-market purchases). The reported $0 per-share amounts for the grants and exercises reflect stock-settled awards or conversions rather than cash purchases.

Key Details

Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (appears timely).
Reported share movements:
- Grant/Award (A): 32,093 shares acquired (stock awards/RSUs) @ $0.00.
- Exercise/Conversion (M): 5,577 shares and 403 shares acquired @ $0.00.
- Tax withholding (F): 2,312.23 shares disposed at $327.58 each = $757,440.
Shares owned after transaction: Not specified in the provided filing details.
Notable footnotes:
- F1: Performance-based RSUs vested at 82.2% of the original grant for the 1/1/2023–12/31/2025 performance period.
- F2: Each performance-based RSU equals one common share.
- F3: Settlement included dividend equivalent rights (each equivalent equals one share).
- F4: Options vest in 25% increments across four anniversaries.
Transaction codes explained: M = option/derivative exercise/conversion; A = grant/award; F = shares used to satisfy tax liabilities/withholding.

Context

This filing reflects standard equity compensation activity (vesting of RSUs/dividend equivalents and conversion/exercise of derivatives) and a tax-withholding share disposition — commonly a routine administrative step rather than an opportunistic market sale or purchase.
The $757K figure represents the value of shares surrendered to cover tax obligations; the vested/awarded shares were reported at $0 because they were granted/settled as compensation, not purchased in the open market.

Form 4

Period: 2026-02-13

President, McDonald's USA

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-13+5,577→ 10,975.12 total
Exercise/Conversion
Common Stock
[F3]
2026-02-13+403→ 11,378.12 total
Tax Payment
Common Stock
2026-02-13$327.58/sh−2,312.23$757,440→ 9,065.89 total
Exercise/Conversion
Restricted Stock Units
[F2][F1]
2026-02-13−5,577→ 0 total
From: 2026-02-13Exp: 2026-02-13→ Common Stock (5,577 underlying)
Exercise/Conversion
Dividend Equilavent Rights
[F3]
2026-02-13−403→ 0 total
From: 2026-02-13Exp: 2026-02-13→ Common Stock (403 underlying)
Award
Options (Right to Buy)
[F4]
2026-02-13+32,093→ 32,093 total
Exercise: $327.58Exp: 2036-02-13→ Common Stock (32,093 underlying)

Footnotes (4)

[F1]As a result of McDonald's Corporation's (the "Company") performance against the pre-approved financial targets for the performance period of January 1, 2023 through December 31, 2025, the reporting person vested in 82.2% of the original grant of 6,785 performance-based restricted stock units ("RSUs").
[F2]Each performance-based RSU represents a right to acquire one share of the Company's common stock.
[F3]Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.
[F4]Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

Signature

/s/ Jeffrey J. Pochowicz, Attorney-in-fact|2026-02-17

1 file