Flatley Edith Morgan 4

What Happened

• Edith Morgan Flatley, EVP — Global Chief Marketing Officer at McDonald's (MCD), exercised stock options on Feb 12 and sold the same shares in the open market. She exercised 4,692 option shares at $157.79 each (cash paid ≈ $740,351) and sold 4,692 shares at $331.00 each for gross proceeds of $1,553,052.
• The filing also shows additional derivative/RSU activity on Feb 13: conversions/acquisitions of 1,859 and 135 shares at $0 (vested/performance RSUs or related settlements), an award/acquisition listed as 26,076 shares at $0, and 797.58 shares withheld/disposed to cover taxes (disposed at $327.58, value ≈ $261,271).

Key Details

• Transaction dates and prices:
  • Feb 12, 2026: Exercised 4,692 options at $157.79 (acquired) and sold 4,692 shares at $331.00 (open market) — sale proceeds ≈ $1,553,052; exercise cost ≈ $740,351.
  • Feb 13, 2026: Recorded conversions/acquisitions of 1,859 and 135 shares at $0 (vest/settlement) and an award of 26,076 shares at $0; 797.58 shares were transferred/withheld for tax liability valued ≈ $261,271.
• Shares owned after transaction: not specified in the provided summary (see the Form 4 for total beneficial ownership).
• Notable footnotes from the filing:
  • F1–F3: Performance-based RSUs vested (82.2% of an original grant) and dividend-equivalent rights were settled; each performance RSU equals one share.
  • F4–F5: Option grants referenced in the filing became exercisable in 25% increments over four years (original grant details).
• Timeliness: Form 4 was filed Feb 17, 2026 for Feb 12–13 transactions. Because Feb 16, 2026 was a market holiday (Presidents Day), the Feb 17 filing meets the SEC two-business-day filing requirement.

Context

• The Feb 12 activity looks like a cashless/partial cash exercise: options exercised and the same shares sold immediately in the open market, which is a common way executives realize gain and cover exercise costs and taxes.
• The Feb 13 entries reflect vesting/conversion of performance RSUs and settlement of dividend equivalents (per footnotes), plus shares withheld to satisfy tax withholding — these are compensation-related and not the same as an open-market purchase decision.
• These filings are factual disclosures of insider activity; they do not by themselves indicate the insider’s market view. For full holdings and detail, review the complete Form 4 (Accession 0001962944-26-000001).