Baroni Dario 4
4 · MCDONALDS CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
McDonald's (MCD) President Dario Baroni Exercises RSUs, Sells Shares
What Happened
- Dario Baroni, President of McDonald's Corporation, had RSUs and performance RSUs vest on February 13, 2026. He converted/received a total of 3,009 shares from vested awards (various RSUs/PRSUs) and received 1,069 shares as dividend-equivalent settlement. To satisfy tax withholding, 1,345.93 shares were disposed/sold at $327.58 per share, generating total proceeds of $440,900.
- Several entries on the Form 4 are labeled as "Exercise or conversion (M)" and some as "Disposed (Derivative) @ $0.00"—these reflect the conversion/settlement of derivative awards into shares rather than separate open-market sales. The taxable withholding entries are coded "F" (payment of tax liability).
Key Details
- Transaction date: February 13, 2026. Filing date: February 17, 2026 (filed timely).
- Shares converted/vested: 3,009 shares from RSU/PRSU vesting + 1,069 dividend-equivalent shares.
- Shares withheld/sold for taxes: 901.31 + 248.25 + 196.37 = 1,345.93 shares at $327.58 each, proceeds $440,900.
- Relevant footnotes: RSUs granted Feb 13, 2023 (1,879 and 517 RSUs vesting on the 3rd anniversary); performance RSUs (498 original grant) vested at 82.2% of grant (~409 shares); dividend-equivalent rights settled as shares.
- Transaction codes: M = exercise/conversion of derivative (vesting), F = tax withholding (sell-to-cover), A = award/settlement.
- Shares owned after the transaction are not specified in the materials provided.
Context
- This was not an open-market investment by the insider but a routine vesting/settlement of equity awards with a sell-to-cover for tax withholding—common for RSU/PRSU payouts. Such tax-withholding sales are administrative and do not necessarily signal a view on the company's stock.
- For retail investors: purchases are typically more informative as bullish signals; this filing documents vesting and tax-related disposals rather than new buying.
Insider Transaction Report
Form 4
Baroni Dario
President, IDL
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-13+1,879→ 1,879 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+136→ 2,015 total - Tax Payment
Common Stock
2026-02-13$327.58/sh−901.31$295,251→ 1,113.69 total - Exercise/Conversion
Common Stock
[F4][F2]2026-02-13+517→ 1,630.69 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+38→ 1,668.69 total - Tax Payment
Common Stock
2026-02-13$327.58/sh−248.25$81,322→ 1,420.44 total - Exercise/Conversion
Common Stock
[F5][F6]2026-02-13+409→ 1,829.44 total - Exercise/Conversion
Common Stock
[F7]2026-02-13+30→ 1,859.44 total - Tax Payment
Common Stock
2026-02-13$327.58/sh−196.37$64,327→ 1,663.07 total - Exercise/Conversion
Restricted Stock Unit
[F2][F1]2026-02-13−1,879→ 0 totalFrom: 2026-02-13Exp: 2026-02-13→ Common Stock (1,879 underlying) - Exercise/Conversion
Dividend Equivalent Rights
[F3]2026-02-13−136→ 0 totalFrom: 2026-02-13Exp: 2026-02-13→ Common Stock (136 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F4]2026-02-13−517→ 0 totalFrom: 2026-02-13Exp: 2026-02-13→ Common Stock (517 underlying) - Exercise/Conversion
Dividend Equivalent Rights
[F3]2026-02-13−38→ 0 totalFrom: 2026-02-13Exp: 2026-02-13→ Common Stock (38 underlying) - Exercise/Conversion
Restricted Stock Unit
[F6][F5]2026-02-13−409→ 0 totalFrom: 2026-02-13Exp: 2026-02-13→ Common Stock (409 underlying) - Exercise/Conversion
Dividend Equivalent Rights
[F7]2026-02-13−30→ 0 totalFrom: 2026-02-13Exp: 2026-02-13→ Common Stock (30 underlying) - Award
Restricted Stock Unit
[F2]2026-02-13+1,069→ 1,069 totalFrom: 2029-02-13Exp: 2029-02-13→ Common Stock (1,069 underlying)
Footnotes (7)
- [F1]On February 13, 2023, the reporting person was granted 1,879 restricted stock units ("RSUs"), vesting in one installment on the third anniversary of the grant date.
- [F2]Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") 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]On February 13, 2023, the reporting person was granted 517 RSUs, vesting in one installment on the third anniversary of the grant date.
- [F5]As a result of the Company's 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 498 performance-based restricted stock units ("PRSUs").
- [F6]Each PRSU represents a right to acquire one share of the Company's common stock.
- [F7]Settlement of dividend equivalent rights in connection with vested PRSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.
Signature
Jeffrey J. Pochowicz, Attorney-in-fact|2026-02-17