Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans
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 September 30, 2025. These trading plans were respectively terminated and adopted during an open trading window.
Name / Title Type of Plan Adoption Date End Date Termination Date Aggregate Number of Securities to be Sold Plan Description
Joseph Erlinger / President, McDonald's USA Rule 10b5-1 trading plan August 28, 2024 December 23, 2025 August 7, 2025 16,484 Termination of Rule 10b5-1 trading plan [1]
Joseph Erlinger / President, McDonald's USA Rule 10b5-1 trading plan August 7, 2025 December 23, 2026 N/A 45,083 [2]
Sale of shares [1]
[1] On August 7, 2025, Joseph Erlinger, President, McDonald’s USA, terminated a Rule 10b5-1 trading plan that was adopted on August 28, 2024, and provided for the sale of up to 16,484 shares of McDonald’s stock until December 23, 2025. Following the termination of the previous Rule 10b5-1 trading plan, on August 7, 2025, Mr. Erlinger entered into a new Rule 10b5-1 trading plan, which provides for the potential sale of up 45,083 shares of McDonald’s stock until December 23, 2026 (with the first trade under the new trading plan scheduled for January 12, 2026).
[2] Represents the maximum number of shares that are eligible to vest pursuant to Mr. Erlinger’s 2023 performance-based restricted stock unit award. 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.
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.
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Item 6. Exhibits
Exhibit No.
Description
(31.1)
Rule 13a-14(a) Certification of Chief Executive Officer.
(31.2)
Rule 13a-14(a) Certification of Chief Financial Officer.
(32.1)
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.
(32.2)
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.
(101.INS)
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(101.SCH)
Inline XBRL Taxonomy Extension Schema Document.
(101.CAL)
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
(101.DEF)
Inline XBRL Taxonomy Extension Definition Linkbase Document.
(101.LAB)
Inline XBRL Taxonomy Extension Label Linkbase Document.
(101.PRE)
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
(104) Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURE
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
(Registrant)
/s/ Ian F. Borden
Date: November 5, 2025 Ian F. Borden
Executive Vice President and Global Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.