Sec Form 3 Filing - Baroni Dario @ MCDONALDS CORP - 2025-06-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Baroni Dario
2. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [ MCD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, IDL
(Last) (First) (Middle)
MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2025
(Street)
CHICAGO, IL60607
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) $ 253.39 ( 1 ) 02/14/2032 Common Stock 623 D
Restricted Stock Units ( 2 ) 02/13/2026 02/13/2026 Common Stock 1,991.22 D
Restricted Stock Units ( 2 ) 02/13/2026 02/13/2026 Common Stock 547.88 D
Restricted Stock Units ( 2 ) 02/13/2026 02/13/2026 Common Stock 527.74 ( 3 ) D
Restricted Stock Units ( 2 ) 02/12/2027 02/12/2027 Common Stock 564.92 D
Restricted Stock Units ( 2 ) 02/12/2027 02/12/2027 Common Stock 535.89 ( 4 ) D
Restricted Stock Units ( 2 ) 02/12/2028 02/12/2028 Common Stock 1,069.51 D
Restricted Stock Units ( 2 ) 02/12/2028 02/12/2028 Common Stock 979.45 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baroni Dario
MCDONALD'S CORPORATION
110 NORTH CARPENTER STREET
CHICAGO, IL60607
President, IDL
Signatures
/s/ Jackson Cates, Attorney-in-fact 07/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 2,493 options were granted on February 14, 2022. 623 options remain unvested and become exercisable on February 14, 2026. All vested options have been exercised.
( 2 )Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation (the "Company") common stock.
( 3 )Represents the target number of RSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2023 through December 31, 2025 (the "2023-2025 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2023-2025 Performance Period. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted (plus dividend equivalents accrued) based upon the performance results.
( 4 )Represents the target number of RSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2024 through December 31, 2026 (the "2024-2026 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2024-2026 Performance Period. The number of RSUs earned will range from 0% to 200% of the target number of RSUs granted (plus dividend equivalents accrued) based upon the performance results.
( 5 )Represents the target number of RSUs granted plus dividend equivalents already accrued, subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2025 through December 31, 2027 (the "2025-2027 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's total shareholder return relative to the S&P 500 Index over the 2025-2027 Performance Period. The number of RSUs earned will range from 0% to 200% of the target number of RSUs granted (plus dividend equivalents accrued) based upon the performance results.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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