07/17/2025 | Press release | Distributed by Public on 07/17/2025 07:51
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options (Right to Buy) | (1) | 02/14/2032 | Common Stock | 623 | $253.39 | D | |
| Restricted Stock Units | 02/13/2026 | 02/13/2026 | Common Stock | 1,991.22 | (2) | D | |
| Restricted Stock Units | 02/13/2026 | 02/13/2026 | Common Stock | 547.88 | (2) | D | |
| Restricted Stock Units | 02/13/2026 | 02/13/2026 | Common Stock | 527.74(3) | (2) | D | |
| Restricted Stock Units | 02/12/2027 | 02/12/2027 | Common Stock | 564.92 | (2) | D | |
| Restricted Stock Units | 02/12/2027 | 02/12/2027 | Common Stock | 535.89(4) | (2) | D | |
| Restricted Stock Units | 02/12/2028 | 02/12/2028 | Common Stock | 1,069.51 | (2) | D | |
| Restricted Stock Units | 02/12/2028 | 02/12/2028 | Common Stock | 979.45(5) | (2) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Baroni Dario MCDONALD'S CORPORATION 110 NORTH CARPENTER STREET CHICAGO, IL 60607 |
President, IDL | |||
| /s/ Jackson Cates, Attorney-in-fact | 07/17/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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. |