McKesson EVP gets stock, RSUs; shares withheld for tax

MCKESSON CORP executive LeAnn B. Smith reported routine equity compensation activity.

Rhea-AI Filing Summary

MCKESSON CORP executive LeAnn B. Smith reported routine equity compensation activity. She received a grant of 4,129 shares of common stock and 1,471 restricted stock units on May 19, 2026, both at a stated price of $0.0000 per share as compensation awards.

On the same date, 1,523 shares of common stock were disposed of at $761.8900 per share to cover taxes linked to the settlement of performance stock units that had vested upon achievement of performance goals. After the stock grant, one line in the filing shows she directly held 5,595 common shares. The 1,471 RSUs will vest in three equal annual installments on June 1, 2027, June 1, 2028, and June 1, 2029.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Smith LeAnn B

Role EVP & Chief HR Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units (RSUs)	1,471	$0.00	$0.00
Grant/Award	Common Stock	4,129	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,523	$761.89	$1.16M

Holdings After Transaction: Restricted Stock Units (RSUs) — 1,471 contracts (Direct); Common Stock — 5,595 shares (Direct)

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.

Key Figures

Tax-withholding shares: 1,523 shares Tax-withholding price: $761.8900 per share Stock grant: 4,129 shares +4 more

7 metrics

Tax-withholding shares 1,523 shares Common stock disposed to cover taxes on PSU settlement at $761.8900/share

Tax-withholding price $761.8900 per share Price reported for 1,523 common shares withheld for taxes

Stock grant 4,129 shares Common stock granted as compensation at $0.0000/share

RSU grant 1,471 RSUs Restricted Stock Units granted, each RSU tied to one common share

Post-grant holdings 7,118 shares Direct common stock holdings shown after the 4,129-share grant transaction

Tax-withholding code Transaction code F Disposition to pay tax liability with securities

Award code Transaction code A Grant, award, or other acquisition for stock and RSUs

Key Terms

Restricted Stock Units (RSUs), performance stock units ("PSUs"), tax-withholding disposition, grant/award acquisition, +1 more

5 terms

Restricted Stock Units (RSUs) financial

"security_title": "Restricted Stock Units (RSUs)""

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.

performance stock units ("PSUs") financial

"settlement of performance stock units ("PSUs") which vested upon attainment"

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.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

Payment of exercise price or tax liability by delivering securities regulatory

"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MCK executive LeAnn B. Smith report in this Form 4 filing?

LeAnn B. Smith reported routine equity compensation activity. She received 4,129 shares of McKesson common stock and 1,471 RSUs as grants, and had 1,523 shares withheld to cover taxes on vested performance stock units.

How many MCKESSON CORP shares were granted to LeAnn B. Smith?

She was granted 4,129 shares of McKesson common stock. These were reported with a transaction price of $0.0000 per share, indicating a compensation-related award rather than an open-market purchase.

What RSU award did LeAnn B. Smith receive from MCK?

She received 1,471 restricted stock units (RSUs) tied to McKesson common stock. These RSUs vest in three equal annual installments on June 1, 2027, June 1, 2028, and June 1, 2029, subject to continued service and plan terms.

Why were 1,523 McKesson shares disposed of in this Form 4?

The 1,523 McKesson shares were withheld to cover taxes on the settlement of performance stock units that had vested. This tax-withholding disposition is coded as an F transaction and is not an open-market sale decision by the executive.

What price per share is shown for the tax-withholding shares in the MCK Form 4?

The tax-withholding disposition of 1,523 McKesson common shares is reported at $761.8900 per share. This reflects the value used for withholding purposes related to vested performance stock units settled on May 19, 2026.

How many McKesson shares did LeAnn B. Smith hold after the reported stock grant?

One transaction line shows that after the 4,129-share stock grant, LeAnn B. Smith directly held 7,118 shares of McKesson common stock. This figure reflects her direct ownership following that specific non-derivative award transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 03:11 PM EDT Learn about SEC filing dates

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^*

Smith LeAnn B

(Last) (First) (Middle)

6555 NORTH 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief HR 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)

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	05/19/2026		A		4,129(1)	A	$0	7,118	D
Common Stock	05/19/2026		F		1,523(2)	D	$761.89	5,595	D

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	05/19/2026		A		1,471		(3)	(3)	Common Stock	1,471	$0	1,471	D

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-fact	05/21/2026
	** 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)