Ralls-Morrison Desiree 4

4 · MCDONALDS CORP · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

McDonald's (MCD) EVP Desiree Ralls-Morrison Receives RSUs, Exercises Options

What Happened

Desiree Ralls-Morrison, Executive VP and Chief Legal Officer of McDonald's (MCD), received/converted several derivative awards tied to performance-based awards and had shares withheld to cover taxes. On Feb 13, 2026 she: converted/exercised derivative awards of 3,867 and 279 shares (no cash price reported), was granted/awarded 28,081 derivative shares (RSUs/related units), and had 1,382.89 shares disposed/withheld to pay tax liability at $327.58 per share, totaling $453,007.
These transactions are primarily award/vesting and conversions of derivatives (not open-market purchases or discretionary sales). The only disposal reported was for tax withholding, a routine administrative step.

Key Details

Transaction date: February 13, 2026; Form 4 filed February 17, 2026 (within normal reporting window).
Tax withholding: 1,382.89 shares withheld at $327.58/share → $453,007 withheld to satisfy tax obligations (transaction code F).
Awards/conversions: 28,081 shares granted (code A, derivative); conversions/exercises of derivative units of 3,867 and 279 shares (code M).
Acquired shares reported at $0.00 per share (typical for RSU vesting/conversion); disposals tied to tax withholding only.
Footnotes of note:
- F1: Reporting person vested in 82.2% of an original grant of 4,704 performance-based RSUs (performance period 1/1/2023–12/31/2025).
- F2–F3: Each performance RSU equals one share; dividend equivalent rights were settled in connection with vested RSUs.
- Other footnotes explain option vesting and phantom stock mechanics (F4–F6) and dividend reinvestment (F7).
Shares owned after transaction: not provided in the excerpt.

Context

This is essentially a vesting/settlement event (awarded RSUs and conversion of derivative units) with shares withheld to cover taxes — a routine, non-market-sale transaction that does not necessarily indicate a change in insider sentiment. When RSUs vest, companies commonly withhold shares to satisfy tax obligations rather than require cash payment (net-share settlement).

Form 4

Period: 2026-02-13

EVP, Chief Legal Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-13+3,867→ 10,135.01 total
Exercise/Conversion
Common Stock
[F3]
2026-02-13+279→ 10,414.01 total
Tax Payment
Common Stock
2026-02-13$327.58/sh−1,382.89$453,007→ 9,031.12 total
Exercise/Conversion
Restricted Stock Units
[F2][F1]
2026-02-13−3,867→ 0 total
From: 2026-02-13Exp: 2026-02-13→ Common Stock (3,867 underlying)
Exercise/Conversion
Dividend Equivalent Rights
[F3]
2026-02-13−279→ 0 total
From: 2026-02-13Exp: 2026-02-13→ Common Stock (279 underlying)
Award
Options (Right to Buy)
[F4]
2026-02-13+28,081→ 28,081 total
Exercise: $327.58Exp: 2036-02-13→ Common Stock (28,081 underlying)

Holdings

Phantom Stock
[F5][F6][F7]
(indirect: Non-Qualified Benefit Plan)
→ Common Stock (1,737.19 underlying)
1,737.19

Footnotes (7)

[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 4,704 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.
[F5]Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.
[F6]Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company.
[F7]Includes shares acquired through dividend reinvestment.

Signature

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

1 file