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McKesson (MCK) EVP Rodgers exercises RSUs and withholds shares for taxes

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

Rhea-AI Filing Summary

MCKESSON CORP executive Thomas L. Rodgers reported routine equity compensation activity. On 2026-05-20, he exercised 324 shares of Restricted Stock Units (RSUs) into Common Stock at $0.00 per share, a non-cash conversion of previously granted awards.

To cover taxes on the RSU vesting, 128 Common Stock shares were withheld in a tax-withholding disposition, not an open-market sale. After these transactions, he directly held 4,980 Common Stock shares and 650 RSUs. The RSU grant vested one-third on 05/20/2026 and is scheduled to vest one-third on 05/20/2027 and one-third on 05/20/2028.

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Insider Rodgers Thomas L
Role EVP, Chief Strategy & BDO
Type Security Shares Price Value
Exercise Restricted Stock Units (RSUs) 324 $0.00 --
Exercise Common Stock 324 $0.00 --
Tax Withholding Common Stock 128 $754.68 $97K
Holdings After Transaction: Restricted Stock Units (RSUs) — 650 shares (Direct, null); Common Stock — 4,980 shares (Direct, null)
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 5/20/2026 and will vest 1/3 on 5/20/2027 and 1/3 on 5/20/2028.
RSUs exercised 324 shares Common Stock acquired via RSU exercise on May 20, 2026
Tax-withholding shares 128 shares Common Stock withheld to cover RSU vesting taxes
Common shares after transactions 4,980 shares Direct McKesson common stock holdings post-Form 4
RSUs remaining 650 RSUs Restricted Stock Units outstanding after reported vesting
RSU exercise price $0.00 per share Conversion price for RSUs into Common Stock
Market price for tax withholding $754.68 per share Value used for 128-share tax-withholding disposition
Restricted Stock Units (RSUs) financial
"The security title is listed as "Restricted Stock Units (RSUs)" in the derivative transaction."
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_action field describes this as a "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.
derivative security financial
"The transaction_code_description notes an "Exercise or conversion of 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.
vesting financial
"A footnote states these RSUs vested as to 1/3 on 5/20/2026 and will vest later tranches."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Form 4 Insider Transactions: What Each Field Means →
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*
Rodgers Thomas L
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Strategy & BDO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026		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 Stock05/20/2026M324A$04,980D
Common Stock05/20/2026F128(1)D$754.684,852D
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)$005/20/2026M324 (2) (2)Common Stock324$0650D
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 5/20/2026 and will vest 1/3 on 5/20/2027 and 1/3 on 5/20/2028.
/s/ Sarah Ahmad Ali, Attorney-in-fact05/22/2026
** 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

FAQ

What did MCK executive Thomas L. Rodgers report in this Form 4?

Thomas L. Rodgers reported routine equity compensation activity, including the vesting and exercise of RSUs into common stock and a related tax-withholding share disposition. These transactions did not involve any open-market purchases or sales of McKesson (MCK) shares.

How many McKesson (MCK) shares did Thomas L. Rodgers acquire in this filing?

Rodgers acquired 324 shares of McKesson common stock through the exercise of Restricted Stock Units (RSUs) at $0.00 per share. This reflects the conversion of previously granted equity awards rather than an open-market stock purchase transaction.

Why were 128 McKesson (MCK) shares disposed of in this Form 4?

The 128 shares of McKesson common stock were withheld to cover taxes due on the RSU vesting. This tax-withholding disposition is not an open-market sale but a standard mechanism to satisfy the reporting person's tax obligations on vested equity.

What are Thomas L. Rodgers’ McKesson (MCK) holdings after these transactions?

Following the reported transactions, Rodgers directly held 4,980 shares of McKesson common stock and 650 Restricted Stock Units (RSUs). These figures show his remaining equity stake after the RSU exercise and the related tax-withholding share disposition.

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

The RSUs reported vested as to one-third on May 20, 2026, with additional vesting of one-third scheduled on May 20, 2027 and the final one-third on May 20, 2028, according to the disclosure footnotes.

Does this McKesson (MCK) Form 4 show any open-market stock sales or purchases?

No, this Form 4 does not show open-market trades. It records the exercise of RSUs into common stock and a related tax-withholding disposition, which are compensation and tax events rather than discretionary buying or selling in the open market.