McKesson SVP exercises RSUs, 22 shares withheld

McKesson Corp senior vice president, controller and chief accounting officer Napoleon B. Rutledge Jr. reported routine equity compensation activity.

Rhea-AI Filing Summary

McKesson Corp senior vice president, controller and chief accounting officer Napoleon B. Rutledge Jr. reported routine equity compensation activity. On 2026-05-20, 74 shares of common stock were acquired upon the vesting and conversion of restricted stock units.

To cover taxes on this RSU vesting, 22 of the newly acquired shares were withheld at a price of $754.68 per share, a tax-withholding disposition rather than an open-market sale. Following these transactions, Rutledge directly owned 606 shares of McKesson common stock and held 149 RSUs that vest in equal installments on 5/20/2027 and 5/20/2028.

Insider Trade Summary

74 shares exercised/converted

Exercise 3 txns

Insider Rutledge Napoleon B JR

Role SVP, Controller & CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	74	$0.00	$0.00
Exercise	Common Stock	74	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	22	$754.68	$17K

Holdings After Transaction: Restricted Stock Units (RSUs) — 149 contracts (Direct); Common Stock — 606 shares (Direct)

Footnotes (2)

1. F1. This transaction represents a withholding of shares to cover taxes applicable to a vesting of RSUs also reported on this Form 4.
2. F2. 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.

Key Figures

RSUs converted to common stock: 74 shares Shares withheld for taxes: 22 shares at $754.68/share Common shares owned after transaction: 606 shares +3 more

6 metrics

RSUs converted to common stock 74 shares Vested and converted on 5/20/2026

Shares withheld for taxes 22 shares at $754.68/share Tax-withholding disposition on 5/20/2026

Common shares owned after transaction 606 shares Direct ownership following 5/20/2026 transactions

RSUs outstanding after transaction 149 RSUs Remaining restricted stock units after vesting event

Future vesting schedule 1/3 on 5/20/2027, 1/3 on 5/20/2028 Remaining RSU tranches

Tax withholding value indicator $754.68/share Price used for 22-share tax withholding

Key Terms

Restricted Stock Units (RSUs), tax-withholding disposition, derivative exercise/conversion, Exercise or conversion of derivative security, +1 more

5 terms

Restricted Stock Units (RSUs) financial

"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."

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

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

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 exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Payment of exercise price or tax liability by delivering securities financial

"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 insider transaction did McKesson (MCK) executive Napoleon Rutledge report?

Napoleon Rutledge reported RSU-related transactions, not an open-market trade. On 5/20/2026, 74 restricted stock units converted into common shares, and 22 of those shares were withheld to cover taxes, reflecting routine equity compensation and tax settlement mechanics.

How many McKesson (MCK) shares did Napoleon Rutledge acquire through RSU vesting?

He acquired 74 shares of McKesson common stock through the vesting and conversion of restricted stock units on 5/20/2026. These shares came from equity awards, not market purchases, as part of his executive compensation package rather than discretionary buying in the open market.

How many McKesson (MCK) shares were withheld to cover Napoleon Rutledge’s taxes?

Twenty-two shares were withheld to cover taxes tied to the RSU vesting. The withholding occurred at a price of $754.68 per share, functioning as a tax-withholding disposition rather than an open-market sale, to satisfy income tax obligations on the equity award.

What are Napoleon Rutledge’s McKesson (MCK) holdings after this Form 4 transaction?

After the RSU vesting and related tax withholding, Napoleon Rutledge directly owned 606 shares of McKesson common stock. He also held 149 restricted stock units, which represent additional potential future shares that will settle as they vest on scheduled future dates.

When will Napoleon Rutledge’s remaining McKesson (MCK) RSUs vest?

The RSUs vested as to one-third on 5/20/2026. The remaining two-thirds are scheduled to vest in equal one-third installments on 5/20/2027 and 5/20/2028, providing a staged delivery of shares over the next two annual vesting dates.

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

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Accepted by SEC EDGAR 05/22/2026 - 05:54 PM 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^*

Rutledge Napoleon B JR

(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)
	SVP, Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		M		74	A	$0	628	D
Common Stock	05/20/2026		F		22(1)	D	$754.68	606	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	05/20/2026		M			74	(2)	(2)	Common Stock	74	$0	149	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 5/20/2026 and will vest 1/3 on 5/20/2027 and 1/3 on 5/20/2028.

	/s/ Sarah Ahmad Ali, Attorney-in-fact	05/22/2026
	** 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)