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Item 2. Unregistered Sales of Equity Securities

2023-05-04 compared with 2022-11-07 · 34 added, 42 removed, 57 unchanged (57% of the section changed)

1 unchanged sentence

Issuer Purchases of Equity Securities*

The following table presents information related to repurchases of common stock the Company made during the quarter ended September 30, 2022:

The following table presents information related to repurchases of common stock the Company made during the quarter ended March 31, 2023:

Period Total Number of

8 unchanged sentences

the Plans or Programs (1)

July 1-31, 2022 635,785 $ 252.20 635,785 $ 10,582,292,747

August 1-31, 2022 782,454 255.90 782,454 10,382,062,619

September 1-30, 2022 2,370,142 248.29 2,370,142 9,793,591,813

January 1-31, 2023 1,509 $ 266.04 1,509 $ 9,384,005,522

February 1-28, 2023 1,237,905 267.98 1,237,905 9,052,266,351

March 1-31, 2023 935,551 269.69 935,551 8,799,954,379

Total 2,174,965 $ 268.72 2,174,965

1 unchanged sentence

(1) On December 31, 2019, the Company's Board of Directors approved a share repurchase program, effective January 1, 2020, that authorized the purchase of up to $15 billion of the Company's outstanding common stock.

Exhibit Number

(3) Articles of incorporation;

Restated Certificate of Incorporation, effective as of May 23, 2019, incorporated herein by reference from Exhibit 3(a) of Form 10-Q (File No.

Restated Certificate of Incorporation, effective May 23, 2019, incorporated herein by reference from Exhibit 3(a) of Form 10-Q (File No.

001-05231), for the quarter ended June 30, 2019.

By-Laws, as amended and restated with effect as of December 6, 2019, incorporated herein by reference from Exhibit 3 of Form 8-K (File No.

001-05231), filed December 10, 2019.

(4) Instruments defining the rights of security holders, including indentures*

Senior Debt Securities Indenture, dated as of October 19, 1996, incorporated herein by reference from Exhibit (4)(a) of Form S-3 Registration Statement (File No.

By-Laws, amended and restated effective January 18, 2023, incorporated herein by reference from Exhibit 3.2 of Form 8-K (File No.

001-05231), filed January 19, 2023.

(4) Instruments defining the rights of securities holders, including indentures**

Senior Debt Securities Indenture, dated October 19, 1996, incorporated herein by reference from Exhibit (4)(a) of Form S-3 (File No.

333-14141), filed October 15, 1996.

Subordinated Debt Securities Indenture, dated as of October 18, 1996, incorporated herein by reference from Exhibit (4)(b) of Form S-3 Registration Statement (File No.

Subordinated Debt Securities Indenture, dated October 18, 1996, incorporated herein by reference from Exhibit (4)(b) of Form S-3 (File No.

333-14141), filed October 15, 1996.

(10) Material contracts

McDonald’s Corporation Directors’ Deferred Compensation Plan, amended and restated effective as of December 31, 2021, incorporated herein by reference from Exhibit 10(a) of Form 10-K (File No.

McDonald’s Corporation Directors’ Deferred Compensation Plan, amended and restated effective December 31, 2021, incorporated herein by reference from Exhibit 10(a) of Form 10-K (File No.

001-05231), for the year ended December 31, 2021.*

McDonald’s Corporation Board of Directors Deferred Compensation Plan, effective as of January 1, 2022, incorporated herein by reference from Exhibit 10(b) of Form 10-K (File No.

McDonald’s Corporation Board of Directors Deferred Compensation Plan, effective January 1, 2022, incorporated herein by reference from Exhibit 10(b) of Form 10-K (File No.

001-05231), for the year ended December 31, 2021.*

(c) McDonald’s Deferred Compensation Plan, effective as of January 1, 2017, incorporated herein by reference from Exhibit 10(b) of Form 10-K (file No.

(c) McDonald’s Deferred Compensation Plan, effective January 1, 2017, incorporated herein by reference from Exhibit 10(b) of Form 10-K (File No.

001-05231), for the year ended December 31, 2016.*

First Amendment to the McDonald's Deferred Compensation Plan, effective as of May 1, 2018, incorporated herein by reference from Exhibit 10(b)(i) of Form 10-Q (File No.

First Amendment to the McDonald's Deferred Compensation Plan, effective May 1, 2018, incorporated herein by reference from Exhibit 10(b)(i) of Form 10-Q (File No.

001-05231), for the quarter ended September 30, 2018.*

McDonald’s Amended and Restated Deferred Compensation Plan, effective as of May 26, 2020, incorporated herein by reference from Exhibit 10(c) of Form 10-Q (File No.

McDonald’s Amended and Restated Deferred Compensation Plan, effective May 26, 2020, incorporated herein by reference from Exhibit 10(c) of Form 10-Q (File No.

001-05231), for the quarter ended June 30, 2020.*

(i) First Amendment to the McDonald's Amended and Restated Deferred Compensation Plan, effective as of December 1, 2021, incorporated herein by reference from Exhibit 10(d)(i) of Form 10-K (File No.

(i) First Amendment to the McDonald's Amended and Restated Deferred Compensation Plan, effective December 1, 2021, incorporated herein by reference from Exhibit 10(d)(i) of Form 10-K (File No.

001-05231), for the year ended December 31, 2021.*

McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective as of September 1, 2001, incorporated herein by reference from Exhibit 10(c) of Form 10-K (File No.

McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective September 1, 2001, incorporated herein by reference from Exhibit 10(c) of Form 10-K (File No.

001-05231), for the year ended December 31, 2001.*

First Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective as of January 1, 2002, incorporated herein by reference from Exhibit 10(c)(i) of Form 10-K (File No.

First Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective January 1, 2002, incorporated herein by reference from Exhibit 10(c)(i) of Form 10-K (File No.

001-05231), for the year ended December 31, 2002.*

Second Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, as amended, effective as of January 1, 2005, incorporated herein by reference from Exhibit 10(c)(ii) of Form 10-K (File No.

Second Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective January 1, 2005, incorporated herein by reference from Exhibit 10(c)(ii) of Form 10-K (File No.

001-05231), for the year ended December 31, 2004.*

McDonald’s Corporation 2012 Omnibus Stock Ownership Plan, effective as of June 1, 2012, incorporated herein by reference from Exhibit 10(h) of Form 10-Q (File No.

McDonald’s Corporation 2012 Omnibus Stock Ownership Plan, effective June 1, 2012, incorporated herein by reference from Exhibit 10(h) of Form 10-Q (File No.

001-05231), for the quarter ended September 30, 2012.*

McDonald’s Corporation Amended and Restated 2012 Omnibus Stock Ownership Plan, effective as of May 21, 2020, incorporated herein by reference from Exhibit 10(g) of Form 10-Q (File No.

McDonald’s Corporation Amended and Restated 2012 Omnibus Stock Ownership Plan, effective May 21, 2020, incorporated herein by reference from Exhibit 10(g) of Form 10-Q (File No.

001-05231), for the quarter ended June 30, 2020.*

Form of 2013 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(n) of Form 10-Q (File No.

001-05231), for the quarter ended March 31, 2013.**

Form of 2014 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(z) of Form 10-Q (File No.

4 unchanged sentences

001-05231), for the quarter ended March 31, 2018.*

McDonald’s Corporation Target Incentive Plan, effective as of January 1, 2013, amended and restated effective as of February 13, 2019, incorporated herein by reference from Exhibit 10(p) of Form 10-Q (File No.

001-05231), for the quarter ended March 31, 2019.**

McDonald’s Corporation Officer Severance Plan, amended and restated effective as of January 1, 2019, incorporated herein by reference from Exhibit 10(q) of Form 10-Q (File No.

McDonald’s Corporation Target Incentive Plan, amended and restated effective February 13, 2019, incorporated herein by reference from Exhibit 10(p) of Form 10-Q (File No.

001-05231), for the quarter ended March 31, 2019.*

McDonald’s Corporation Officer Severance Plan, amended and restated effective November 1, 2022, incorporated herein by reference from Exhibit 10(l) of Form 10-K (File No.

001-05231), for the year ended December 31, 2022.*

Form of 2019 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(r) of Form 10-Q (File No.

001-05231), for the quarter ended March 31, 2019.*

Separation Agreement and General Release between Stephen Easterbrook and the Company, dated October 31, 2019, incorporated herein by reference from Exhibit 10.1 of Form 8-K (File No.

001-05231), filed November 4, 2019.

Separation Agreement and General Release between Silvia Lagnado and the Company, dated August 14, 2019, incorporated herein by reference from Exhibit 10(t) of Form 10-Q (File No.

001-05231), for the quarter ended June 30, 2020.**

Separation Agreement and General Release between Silvia Lagnado and the Company, dated October 31, 2019, incorporated herein by reference from Exhibit 10(u) of Form 10-Q (File No.

001-05231), for the quarter ended June 30, 2020.**

(r) Separation Agreement and General Release between Jerome N.

Separation Agreement and General Release between Stephen Easterbrook and the Company, dated October 31, 2019, incorporated herein by reference from Exhibit 10.1 of Form 8-K filed November 4, 2019.*

(o) Separation Agreement and General Release between Jerome N.

Krulewitch and the Company, dated October 13, 2020, incorporated herein by reference from Exhibit 10(v) of Form 10-K (File No.

001-05231), for the year ended December 31, 2020.*

(s) Form of Executive Time-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(v) of Form 10-Q (File No.

(p) Form of 2021 Executive Time-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(v) of Form 10-Q (File No.

001-05231), for the quarter ended June 30, 2021.*

(q) Form of 2023 Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, filed herewith.*

(r) Form of 2023 Executive Stock Option Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, filed herewith.*

Rule 13a-14(a) Certification of Chief Executive Officer.

Rule 13a-14(a) Certification of Chief Financial Officer.

Certification pursuant to 18 U.S.C.

Section 1350 by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification pursuant to 18 U.S.C.

Section 1350 by the Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

1350 Certification of Chief Executive Officer.

1350 Certification of Chief Financial Officer.

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5 unchanged sentences

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Other instruments defining the rights of holders of long-term debt of the registrant, and all of its subsidiaries for which consolidated financial statements are required to be filed and which are not required to be registered with the Commission, are not included herein as the securities authorized thereunder, individually, do not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis.

An agreement to furnish a copy of any such instruments to the Commission upon request has been filed with the Commission.

* Denotes compensatory plan.

Certain instruments defining the rights of holders of long-term debt of the Company are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K.

An agreement to furnish a copy of any such instruments upon request has been filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

McDONALD’S CORPORATION

November 7, 2022 Ian F.

May 4, 2023 Ian F.

Corporate Executive Vice President and

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities