1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: In accordance with the disclosure requirement set forth in Item 408(a) of Regulation S-K, the following table discloses the officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors who adopted or terminated a contract, instruction or written plan for the sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the quarter ended September 30, 2024.
+Added: In accordance with the disclosure requirement set forth in Item 408(a) of Regulation S-K, the following table discloses the officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors who adopted a contract, instruction or written plan for the sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the quarter ended March 31, 2025.
+Added: Each of these trading plans was adopted during an open trading window.
Name / Title Type of Plan Adoption Date End Date Aggregate Number of Securities to be Sold Plan Description
−Removed: Joseph Erlinger / President, McDonald’s USA Rule 10b5-1 trading plan August 28, 2024 December 23, 2025 16,484 [1]
−Removed: Sale of shares
−Removed: Desiree Ralls-Morrison, Executive Vice President – Global Chief Legal Officer Rule 10b5-1 trading plan August 29, 2024 December 31, 2024 6,817 Sale of shares
−Removed: [1] Represents the maximum number of shares that are eligible to vest pursuant to Mr.
−Removed: Erlinger’s 2022 performance-based restricted stock unit award.
−Removed: The actual number of shares that will vest and be sold pursuant to the trading plan will depend upon the Company’s performance against the applicable performance targets.
+Added: Christopher Kempczinski / Chairman, President and Chief Executive Officer Rule 10b5-1 trading plan February 14, 2025 May 10, 2026 52,553 Exercise and sale of stock options
+Added: Morgan Flatley / EVP – Global Chief Marketing Officer and New Business Ventures Rule 10b5-1 trading plan February 20, 2025 June 21, 2026 13,042 Exercise and sale of stock options, and sale of shares
+Added: Ian Borden / EVP – Global Chief Financial Officer Rule 10b5-1 trading plan February 20, 2025 February 11, 2026 17,134 Exercise and sale of stock options
+Added: Desiree Ralls-Morrison / EVP – Global Chief Legal Officer Rule 10b5-1 trading plan February 27, 2025 December 31, 2025 4,973 Sale of shares
Other than as disclosed above, no officer or director adopted, modified, or terminated a contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement.
−Removed: (3) Articles of incorporation;
−Removed: Restated Certificate of Incorporation, effective July 29, 2024, incorporated herein by reference from Exhibit 3(a) of Form 10-Q (File No.
−Removed: 001-05231), for the quarter ended June 30, 2024.
−Removed: By-Laws, amended and restated effective July 25, 2024, incorporated herein by reference from Exhibit 3.2 of Form 8-K (File No.
−Removed: 001-05231), filed July 26, 2024.
−Removed: (4) Instruments defining the rights of securities holders, including indentures**
−Removed: Senior Debt Securities Indenture, dated October 19, 1996, incorporated herein by reference from Exhibit (4)(a) of Form S-3 Registration Statement (File No.
−Removed: 333-14141), filed October 15, 1996.
−Removed: Subordinated Debt Securities Indenture, dated October 18, 1996, incorporated herein by reference from Exhibit (4)(b) of Form S-3 (File No.
−Removed: 333-14141), filed October 15, 1996.
−Removed: (10) Material contracts
−Removed: 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.
−Removed: 001-05231), for the year ended December 31, 2021.*
−Removed: 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.
−Removed: 001-05231), for the year ended December 31, 2021.*
−Removed: (c) McDonald’s Deferred Compensation Plan, effective January 1, 2017, incorporated herein by reference from Exhibit 10(b) of Form 10-K (File No.
−Removed: 001-05231), for the year ended December 31, 2016.*
−Removed: 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.
−Removed: 001-05231), for the quarter ended September 30, 2018.*
−Removed: 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.
−Removed: 001-05231), for the quarter ended June 30, 2020.*
−Removed: (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.
−Removed: 001-05231), for the year ended December 31, 2021.*
−Removed: 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.
−Removed: 001-05231), for the year ended December 31, 2001.*
−Removed: 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.
−Removed: 001-05231), for the year ended December 31, 2002.*
−Removed: 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.
−Removed: 001-05231), for the year ended December 31, 2004.*
−Removed: 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.
−Removed: 001-05231), for the quarter ended September 30, 2012.*
−Removed: 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.
−Removed: 001-05231), for the quarter ended June 30, 2020.*
−Removed: Form of Executive Confidentiality, Intellectual Property and Restrictive Covenant Agreement, incorporated herein by reference from Exhibit 10(o) of Form 10-Q (File No.
−Removed: 001-05231), for the quarter ended March 31, 2017.*
−Removed: Form of 2018 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(q) of Form 10-Q (File No.
−Removed: 001-05231), for the quarter ended March 31, 2018.*
−Removed: 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.
−Removed: 001-05231), for the quarter ended March 31, 2019.*
−Removed: 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.
−Removed: 001-05231), for the year ended December 31, 2022.*
−Removed: 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.
−Removed: 001-05231), for the quarter ended March 31, 2019.*
−Removed: 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.*
−Removed: (n) Form of 2023 Executive Performance-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(q) of Form 10-Q (File No.
−Removed: 001-05231), for the quarter ended March 31, 2023.*
−Removed: (o) Form of 2023 Executive Stock Option Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(r) of Form 10-Q (File No.
−Removed: 001-05231), for the quarter ended March 31, 2023.*
Rule 13a-14(a) Certification of Chief Executive Officer.
11 unchanged sentences
(104) Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
−Removed: Denotes compensatory plan.
−Removed: 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.
−Removed: 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
−Removed: November 7, 2024 Ian F.
+Added: May 12, 2025 Ian F.
Executive Vice President and Global Chief Financial Officer
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.