Filed Pursuant to Rule 433
Dated February 26, 2025
Registration Statement No. 333-281501
McDONALD’S CORPORATION
| Issuer: | McDonald’s Corporation |
| Ratings*: | Moody’s: Baa1 (Stable); S&P: BBB+ (Stable) |
| Trade Date: | February 26, 2025 |
| Settlement Date**: | March 3, 2025 (T+3) |
| Security Description: | SEC-Registered Senior Unsecured Fixed Rate Medium-Term Notes |
USD 600,000,000 4.600% Medium-Term Notes Due 2030
Summary of Terms
| Total Principal Amount: | USD 600,000,000 |
| Maturity Date: | May 15, 2030 |
| Coupon: | 4.600% |
| Issue Price: | 99.848% of the principal amount |
| Yield to Maturity: | 4.630% |
| Spread to Benchmark Treasury: | T + 55 basis points |
| Benchmark Treasury: | 4.250% due January 31, 2030 |
| Benchmark Treasury Yield: | 4.080% |
| Coupon Payments: | Pays semi-annually on May 15 and November 15, commencing November 15, 2025 (long first coupon) |
| Day Count: | 30 / 360 |
| Optional Redemption Provision: | Prior to April 15, 2030, the issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed discounted to the redemption date (assuming the notes matured on April 15, 2030) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, less (b) interest accrued to the redemption date; and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after April 15, 2030, the issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to the redemption date. |
| CUSIP / ISIN: | 58013MFZ2 / US58013MFZ23 |
USD 900,000,000 4.950% Medium-Term Notes Due 2035
Summary of Terms
| Total Principal Amount: | USD 900,000,000 |
| Maturity Date: | March 3, 2035 |
| Coupon: | 4.950% |
| Issue Price: | 99.852% of the principal amount |
| Yield to Maturity: | 4.969% |
| Spread to Benchmark Treasury: | T + 72 basis points |
| Benchmark Treasury: | 4.625% due February 15, 2035 |
| Benchmark Treasury Yield: | 4.249% |
| Coupon Payments: | Pays semi-annually on March 3 and September 3, commencing September 3, 2025 |
| Day Count: | 30 / 360 |
| Optional Redemption Provision: | Prior to December 3, 2034, the issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed discounted to the redemption date (assuming the notes matured on December 3, 2034) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the redemption date; and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after December 3, 2034, the issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to the redemption date. |
| CUSIP / ISIN: | 58013MGA6 / US58013MGA62 |
| Joint Bookrunners: | Barclays Capital Inc. |
| J.P. Morgan Securities LLC | |
| Mizuho Securities USA LLC | |
| Wells Fargo Securities, LLC | |
| Passive Bookrunners: | ANZ Securities, Inc. |
| TD Securities (USA) LLC | |
| U.S. Bancorp Investments, Inc. | |
| Co-Managers: | BNP Paribas Securities Corp. |
| Commerz Markets LLC | |
| Credit Agricole Securities (USA) Inc. | |
| HSBC Securities (USA) Inc. | |
| ING Financial Markets LLC | |
| MUFG Securities Americas Inc. | |
| PNC Capital Markets LLC | |
| Rabo Securities USA, Inc. | |
| Standard Chartered Bank | |
| Truist Securities, Inc. | |
| UniCredit Capital Markets LLC | |
| Westpac Capital Markets, LLC | |
| Academy Securities, Inc. | |
| Loop Capital Markets LLC | |
| Samuel A. Ramirez & Company, Inc. | |
| Siebert Williams Shank & Co., LLC |
| * | A credit rating is not a recommendation to buy, sell or hold securities. It may be subject to revision or withdrawal at any time by the assigning credit rating agency. Each credit rating is applicable only to the specific security to which it applies. Investors should make their own evaluation as to whether an investment in the security is appropriate. |
| ** | It is expected that delivery of the notes will be made against payment therefor on or about March 3, 2025, which will be the third business day following the date of pricing of the notes, or “T+3.” Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the United States secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the business day before the date of delivery will be required, by virtue of the fact the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. |
Modification of Prospectus Supplement, dated August 12, 2024
None
The issuer has filed a registration statement (including a prospectus and prospectus supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before investing, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and the offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, the issuer or any underwriter or dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request them by calling Barclays Capital Inc. toll free at 1-888-603-5847, J.P. Morgan Securities LLC collect at 1-212-834-4533, Mizuho Securities USA LLC toll free at 1-866-271-7403 or Wells Fargo Securities, LLC toll free at 1-800-645-3751.