Banner Jonathan 4

What happened Jonathan Banner, EVP & Chief Impact Officer at McDonald's Corporation (MCD), had performance-based restricted stock units (RSUs) vest on Feb 13, 2026. The filing shows the conversion/settlement of RSU-related derivatives that resulted in 7,495 shares being issued to him (4,015 + 290 + 2,975 + 215 shares), recorded as acquired at $0 per share because they were RSU conversions/dividend equivalents. To cover tax withholding, 3,701.91 shares were withheld/sold at $327.58 per share, generating proceeds of $1,212,672 (two withholdings: 1,937.84 shares for $634,798 and 1,764.07 shares for $577,874). The Form 4 also records a separate grant/award entry of 18,052 derivative units on the same date.

Key details

• Transaction date: 2026-02-13; Form 4 filed 2026-02-17 (appears timely).
• Vesting/conversion: 4,015 + 2,975 RSUs vested (82.2% of original grants per footnotes) plus 290 + 215 dividend-equivalent shares — total 7,495 shares issued at $0 (derivative conversion).
• Tax withholding/sale: 3,701.91 shares withheld/sold at $327.58 for total proceeds of $1,212,672 (broken out as $634,798 and $577,874).
• Grant/award: 18,052 derivative units also reported as acquired at $0 on Feb 13, 2026 (see filing for plan details).
• Footnotes: F1/F4 — vesting at 82.2% of originally granted performance RSUs; F2 — each RSU equals one share; F3 — dividend equivalent rights settled in shares; F5 — option vesting schedule (25% each anniversary) noted in filing.
• Shares owned after transaction: not specified in the excerpt provided — see the full Form 4 for Banner’s total holdings.

Context

• These transactions are the non‑cash vesting/settlement of performance RSUs (derivative conversion). The withholding entries reflect a common "sell-to-cover" or share withholding to satisfy tax obligations rather than an open-market sale driven by investment view.
• Codes: M = exercise/conversion of a derivative (here, RSU conversion), F = payment of exercise price or tax liability (withholding/sale), A = grant/award.
• For full details (exact post-transaction holdings, plan terms, and the nature of the 18,052-unit award), refer to the complete Form 4 (Accession No. 0001943551-26-000001).