Baroni Dario 4

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.