McKesson (NYSE: MCK) CEO exercises RSUs, withholds shares for tax payment

Rhea-AI Filing Summary

McKesson Corp Chief Executive Officer Brian S. Tyler reported routine equity compensation activity. On 5/21/2026 he exercised 3,500 Restricted Stock Units (RSUs) into common stock and, in a separate transaction, 1,319 shares were withheld at $766.50 per share to cover taxes on the RSU vesting. After these transactions, he directly owned 25,026 common shares and indirectly held 215.7851 shares through the McKesson Corporation 401(k) Retirement Savings Plan. The RSU grant vests in three equal parts on 5/21/2025, 5/21/2026 and 5/21/2027.

Insider Trade Summary

3,500 shares exercised/converted

Mixed 4 txns

Insider TYLER BRIAN S.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	3,500	$0.00	--
Exercise	Common Stock	3,500	$0.00	--
Tax Withholding	Common Stock	1,319	$766.50	$1.01M
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units (RSUs) — 3,500 shares (Direct, null); Common Stock — 26,345 shares (Direct, null); Common Stock — 215.785 shares (Indirect, By the McKesson Corporation 401(k) Retirement Savings Plan)

Footnotes (1)

1. This transaction represents a withholding of shares to cover taxes applicable to a vesting of RSUs also reported on this Form 4. These RSUs vested as to 1/3 on 5/21/2025, 1/3 on 5/21/2026 and will vest 1/3 on 5/21/2027.

Key Figures

RSUs exercised: 3,500 shares Shares withheld for taxes: 1,319 shares Withholding price: $766.50 per share +4 more

7 metrics

RSUs exercised 3,500 shares Restricted Stock Units converted to common stock on 5/21/2026

Shares withheld for taxes 1,319 shares Withheld to cover RSU vesting taxes on 5/21/2026

Withholding price $766.50 per share Value used for tax-withholding disposition

Direct holdings after transactions 25,026 shares Common stock directly owned by CEO after 5/21/2026

Indirect 401(k) holdings 215.7851 shares Common stock held via McKesson 401(k) Retirement Savings Plan

Exercise transactions 1 transaction, 3,500 shares Derivative exercise/conversion counted in transaction summary

Tax-withholding transactions 1 transaction, 1,319 shares Payment of tax liability by delivering securities

Key Terms

Restricted Stock Units (RSUs), tax-withholding disposition, derivative security, 401(k) Retirement Savings Plan

4 terms

Restricted Stock Units (RSUs) financial

"The filing reports 3,500 Restricted Stock Units (RSUs) that were exercised into common stock."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax-withholding disposition financial

"The transaction code F is described as a tax-withholding disposition to cover liabilities."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Code M is described as an exercise or conversion of a derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

401(k) Retirement Savings Plan financial

"Indirect ownership is reported through the McKesson Corporation 401(k) Retirement Savings Plan."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TYLER BRIAN S.

(Last) (First) (Middle)

6555 STATE HWY 161

(Street)

IRVING TEXAS 75039

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MCKESSON CORP [ MCK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/21/2026		M		3,500	A	$0	26,345	D
Common Stock	05/21/2026		F		1,319(1)	D	$766.5	25,026	D
Common Stock								215.7851	I	By the McKesson Corporation 401(k) Retirement Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSUs)	$0	05/21/2026		M			3,500	(2)	(2)	Common Stock	3,500	$0	3,500	D

Explanation of Responses:

1. This transaction represents a withholding of shares to cover taxes applicable to a vesting of RSUs also reported on this Form 4.

2. These RSUs vested as to 1/3 on 5/21/2025, 1/3 on 5/21/2026 and will vest 1/3 on 5/21/2027.

	/s/ Sarah Ahmad Ali, Attorney-in-fact	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did McKesson (MCK) CEO Brian S. Tyler report?

McKesson CEO Brian S. Tyler reported routine equity compensation activity. He exercised 3,500 Restricted Stock Units (RSUs) into common stock and had 1,319 shares withheld to cover taxes related to the RSU vesting, rather than selling shares in the open market.

How many McKesson (MCK) shares were withheld for taxes in this Form 4?

The filing shows 1,319 McKesson common shares were withheld for taxes. These shares were withheld at $766.50 per share to satisfy tax obligations arising from the vesting of RSUs and do not represent an open-market sale by the CEO.

How many McKesson (MCK) RSUs did the CEO convert to common stock?

Brian S. Tyler converted 3,500 Restricted Stock Units (RSUs) into McKesson common stock. This derivative exercise reflects equity compensation vesting and does not indicate an open-market purchase, but rather delivery of shares under a previously granted RSU award.

What are Brian S. Tyler’s McKesson (MCK) share holdings after these transactions?

After the reported transactions, Brian S. Tyler directly owned 25,026 McKesson common shares. He also indirectly held 215.7851 common shares through the McKesson Corporation 401(k) Retirement Savings Plan, providing a view of both his direct and retirement-plan related holdings.

How do the reported McKesson (MCK) RSUs vest over time?

The RSUs reported in this Form 4 vest in three equal installments. According to the filing, they vested one-third on 5/21/2025, one-third on 5/21/2026, and are scheduled to vest the remaining one-third on 5/21/2027, subject to award terms.