McKesson (NYSE: MCK) HR chief reports RSU vesting and tax-share disposition

Rhea-AI Filing Summary

McKesson EVP & Chief HR Officer LeAnn B. Smith reported routine equity award activity. On February 10, 2026, 508 Restricted Stock Units were converted into an equal number of McKesson common shares at $0 exercise price, increasing her direct holdings to 3,308 shares.

Also on that date, 129 common shares were disposed of at $935.21 per share to satisfy tax withholding obligations tied to the RSU vesting, leaving her with 3,179 directly owned shares. The footnote explains these RSUs vested in three equal annual installments ending on February 10, 2026.

Insider Trade Summary

508 shares exercised/converted

Mixed 3 txns

Insider Smith LeAnn B

Role EVP & Chief HR Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	508	$0.00	--
Exercise	Common Stock	508	$0.00	--
Tax Withholding	Common Stock	129	$935.21	$121K

Holdings After Transaction: Restricted Stock Units (RSUs) — 0 shares (Direct); Common Stock — 3,308 shares (Direct)

Footnotes (1)

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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^*

Smith LeAnn B

(Last) (First) (Middle)

6555 NORTH STATE HWY 161

(Street)

IRVING TX 75039

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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

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

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	02/10/2026		M		508	A	$0	3,308	D
Common Stock	02/10/2026		F		129	D	$935.21	3,179	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	02/10/2026		M			508	(1)	(1)	Common Stock	508	$0	0	D

Explanation of Responses:

1. These RSUs vested as to 1/3 on 2/10/2024, 1/3 on 2/10/2025 and 1/3 on 2/10/2026

	/s/ Sarah Ahmad Ali, Attorney-in-fact	02/12/2026
	** 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.

FAQ

What insider transaction did McKesson (MCK) report for LeAnn B. Smith?

McKesson reported that EVP & Chief HR Officer LeAnn B. Smith converted 508 Restricted Stock Units into 508 common shares and had 129 shares withheld to cover taxes, ending with 3,179 directly owned McKesson shares after these routine equity award transactions.

How many McKesson (MCK) shares does LeAnn B. Smith own after the Form 4?

After the reported transactions, LeAnn B. Smith directly owns 3,179 McKesson common shares. This reflects 508 shares received from RSU vesting and 129 shares disposed of to satisfy associated tax withholding obligations on February 10, 2026.

What do the RSU transactions for McKesson (MCK) on February 10, 2026 represent?

The RSU transactions represent the final vesting and conversion of 508 Restricted Stock Units into common stock at a zero exercise price. A footnote states the grant vested in three equal installments on February 10, 2024, 2025, and 2026, completing the vesting schedule.

Did LeAnn B. Smith sell McKesson (MCK) shares in the open market?

The Form 4 shows a disposition of 129 McKesson shares coded “F,” indicating shares were withheld to pay tax liabilities tied to the RSU vesting. This is a tax-withholding transaction, not a discretionary open-market sale by the executive.

What were the prices involved in LeAnn B. Smith’s McKesson (MCK) Form 4 transactions?

The 508 Restricted Stock Units were converted into common shares at an exercise price of $0. For the tax-withholding transaction, 129 common shares were disposed of at a reported price of $935.21 per share on February 10, 2026.