McKesson (MCK) SVP Napoleon Rutledge reports RSU vesting, 27 shares withheld for taxes

Rhea-AI Filing Summary

MCKESSON CORP executive Napoleon B. Rutledge Jr., SVP, Controller & CAO, reported routine equity compensation activity involving restricted stock units. On May 21, 2026, RSUs converted into 91 shares of common stock, reflecting a compensation-related derivative exercise.

To cover taxes on this vesting, 27 common shares were withheld at $766.50 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Rutledge directly owned 670 shares of McKesson common stock.

The footnotes explain that these RSUs vest in three equal annual installments on May 21, 2025, May 21, 2026, and May 21, 2027, underscoring that the activity is part of a scheduled vesting program rather than discretionary trading.

Insider Trade Summary

91 shares exercised/converted

Mixed 3 txns

Insider Rutledge Napoleon B JR

Role SVP, Controller & CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	91	$0.00	--
Exercise	Common Stock	91	$0.00	--
Tax Withholding	Common Stock	27	$766.50	$21K

Holdings After Transaction: Restricted Stock Units (RSUs) — 91 shares (Direct, null); Common Stock — 697 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 5/21/2025, 1/3 on 5/21/2026 and will vest 1/3 on 5/21/2027.

Key Figures

RSU shares vested: 91 shares Shares withheld for taxes: 27 shares Withholding price: $766.50/share +2 more

5 metrics

RSU shares vested 91 shares Common stock acquired via RSU conversion on May 21, 2026

Shares withheld for taxes 27 shares Tax-withholding disposition at $766.50 per share

Withholding price $766.50/share Value used for tax-withholding disposition of 27 shares

Shares held after transactions 670 shares Direct McKesson common stock ownership following Form 4 activity

Derivative RSU entry 91 RSUs Restricted Stock Units linked to 91 underlying common shares

Key Terms

Restricted Stock Units (RSUs), tax-withholding disposition, derivative exercise/conversion, derivative security

4 terms

Restricted Stock Units (RSUs) financial

"These RSUs vested as to 1/3 on 5/21/2025, 1/3 on 5/21/2026 and will vest 1/3 on 5/21/2027."

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

derivative security financial

"transaction_code_description": "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.

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^*

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)
05/21/2026

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	05/21/2026		M		91	A	$0	697	D
Common Stock	05/21/2026		F		27(1)	D	$766.5	670	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	05/21/2026		M			91	(2)	(2)	Common Stock	91	$0	91	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 5/21/2025, 1/3 on 5/21/2026 and will vest 1/3 on 5/21/2027.

	/s/ Sarah Ahmad Ali, Attorney-in-fact	05/26/2026
	** 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)

FAQ

What insider transactions did MCK SVP Napoleon B. Rutledge Jr. report?

Napoleon B. Rutledge Jr. reported RSUs converting into 91 McKesson common shares and 27 shares withheld for taxes. These actions reflect routine equity compensation vesting and tax settlement, not open-market buying or selling of MCK stock.

Was the MCK insider activity by Napoleon Rutledge a stock sale or tax withholding?

The activity was tax withholding, not an open-market sale. McKesson withheld 27 shares at $766.50 per share to cover taxes on vested RSUs, a standard mechanism that settles tax obligations without the insider choosing to sell shares in the market.

How many McKesson shares does Napoleon Rutledge hold after this Form 4 filing?

Following the reported transactions, Napoleon Rutledge directly holds 670 McKesson common shares. This figure reflects RSU vesting into 91 shares and the withholding of 27 shares for taxes, as disclosed in the ownership totals after each transaction in the filing.

What triggered the RSU-related transactions for MCK insider Napoleon Rutledge?

The transactions were triggered by scheduled RSU vesting. Footnotes show the RSUs vest in three equal installments on May 21, 2025, 2026, and 2027, meaning the reported exercise and tax withholding are part of a pre-defined compensation vesting schedule.

Did Napoleon Rutledge buy or sell MCK stock on the open market?

The filing does not show any open-market purchases or sales by Napoleon Rutledge. It reports RSUs converting into common shares and 27 shares withheld for taxes, both compensation and tax events rather than discretionary market trades in McKesson stock.