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McKesson (NYSE: MCK) CEO receives major stock awards and covers taxes in shares

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

McKesson Corporation Chief Executive Officer Brian S. Tyler reported equity compensation activity involving company stock. On 2026-05-19, he received 27,863 shares of Common Stock at $0.0000 per share as a grant related to the settlement of performance stock units that vested upon attainment of performance goals. In connection with this settlement, 10,937 shares of Common Stock were withheld at $761.89 per share to cover applicable taxes, a non‑market, tax-withholding disposition.

After these transactions, he directly held 31,875 shares of Common Stock and also received a separate grant of 9,739 Restricted Stock Units (RSUs), each represent­ing one share of Common Stock, which will vest in three equal installments on 06/01/2027, 06/01/2028, and 06/01/2029. He also reported 215.8028 shares of Common Stock held indirectly through the McKesson Corporation 401(k) Retirement Savings Plan.

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Insider TYLER BRIAN S.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units (RSUs) 9,739 $0.00 $0.00
Grant/Award Common Stock 27,863 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 10,937 $761.89 $8.33M
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units (RSUs) — 9,739 shares (Direct); Common Stock — 20,938 shares (Direct); Common Stock — 215.8028 shares (Indirect, By the McKesson Corporation 401(k) Retirement Savings Plan)
Footnotes (3)
  1. F1. This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals.
  2. F2. This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs also reported on this Form 4
  3. F3. These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029.
Common stock grant from PSUs 27,863 shares Settlement of performance stock units on 2026-05-19
Shares withheld for taxes 10,937 shares at $761.89/share Tax-withholding disposition on 2026-05-19
New RSU award 9,739 RSUs Vesting 1/3 annually from 2027-06-01 to 2029-06-01
Direct common shares after transactions 31,875 shares Direct ownership following equity compensation activity
Indirect 401(k) holdings 215.8028 shares Held via McKesson Corporation 401(k) Retirement Savings Plan
performance stock units ("PSUs") financial
"This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals."
Restricted Stock Units (RSUs) financial
"These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029."
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
"transaction_action": "tax-withholding disposition""
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.
401(k) Retirement Savings Plan financial
"By the McKesson Corporation 401(k) Retirement Savings Plan"

FAQ

What did McKesson (MCK) CEO Brian S. Tyler report in this Form 4 filing?
Brian S. Tyler reported equity compensation activity, including a grant of 27,863 McKesson common shares from vested performance stock units and related tax-withholding in shares, plus a new award of 9,739 restricted stock units and updated direct and indirect share holdings.

How many McKesson (MCK) shares were granted to the CEO in this transaction?
The CEO received 27,863 shares of McKesson common stock at zero cost as part of a performance stock unit settlement. These shares reflect compensation earned after performance goals were met, rather than an open‑market purchase of stock on the exchange.

Why were 10,937 McKesson (MCK) shares disposed of in this Form 4?
The 10,937 McKesson shares were withheld to pay taxes on the settlement of vested performance stock units. This tax-withholding disposition is a non‑market event and does not represent an open‑market sale directed by the CEO to reduce his investment.

What new Restricted Stock Units (RSUs) did the McKesson (MCK) CEO receive?
The CEO received 9,739 Restricted Stock Units, each tied to one McKesson common share. These RSUs vest in three equal installments on June 1, 2027, June 1, 2028, and June 1, 2029, aligning compensation with multi‑year company performance.

How many McKesson (MCK) shares does the CEO hold after these transactions?
Following the reported transactions, the CEO directly held 31,875 McKesson common shares and indirectly held 215.8028 shares through the company’s 401(k) Retirement Savings Plan, plus 9,739 RSUs that may convert into shares as they vest over time.

Are the McKesson (MCK) CEO’s transactions in this Form 4 open‑market trades?
No, the reported activity reflects equity compensation, not open‑market trading. It consists of a share grant from vested performance stock units, a tax-withholding share disposition, and a new RSU award, all structured as part of the executive compensation program.

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SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026A27,863(1)A$031,875D
Common Stock05/19/2026F10,937(2)D$761.8920,938D
Common Stock215.8028IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSUs)$005/19/2026A9,739 (3) (3)Common Stock9,739$09,739D
Explanation of Responses:
1. This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals.
2. This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs also reported on this Form 4
3. These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029.
/s/ Sarah Ahmad Ali, Attorney-in-fact05/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR