McKesson (MCK) CEO logs RSU vesting, tax-share withholding in Form 4

Rhea-AI Filing Summary

McKesson Corp Chief Executive Officer Brian S. Tyler reported equity compensation activity involving restricted stock units and related tax withholding. On 2026-05-23, he exercised 4,579 Restricted Stock Units (RSUs) into 4,579 shares of Common Stock. To cover taxes on this RSU vesting, 1,831 shares of Common Stock were withheld, as noted in the footnotes, leaving the remainder as net shares received. Following these transactions, he held 27,774 shares of Common Stock directly and 215.7888 shares indirectly through the McKesson Corporation 401(k) Retirement Savings Plan. The filing also notes that the RSUs in this award vested in three equal installments on 5/23/2024, 5/23/2025 and 5/23/2026.

Insights

Equity Compensation Analyst

CEO’s Form 4 shows routine RSU vesting with tax withholding, not open-market trading.

Brian S. Tyler, Chief Executive Officer of McKesson Corp, converted 4,579 Restricted Stock Units into Common Stock on 2026-05-23. This is reported with code M, indicating an exercise or conversion of a derivative security rather than a market purchase.

The filing also reports 1,831 shares disposed under code F as a tax-withholding disposition at a price of $766.08 per share. Footnotes clarify these shares were withheld to satisfy taxes on the RSU vesting, so this is not an open-market sale and carries limited signaling value.

After the transactions, Tyler holds 27,774 Common Stock shares directly and 215.7888 shares indirectly through the company’s 401(k) Retirement Savings Plan. The RSUs from this grant vested one-third annually on 5/23/2024, 5/23/2025 and 5/23/2026, showing a standard multi-year vesting structure tied to ongoing service.

Insider Trade Summary

4,579 shares exercised/converted

Mixed 4 txns

Insider TYLER BRIAN S.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	4,579	$0.00	--
Exercise	Common Stock	4,579	$0.00	--
Tax Withholding	Common Stock	1,831	$766.08	$1.40M
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units (RSUs) — 0 shares (Direct, null); Common Stock — 29,605 shares (Direct, null); Common Stock — 215.789 shares (Indirect, By the McKesson Corporation 401(k) Retirement Savings Plan)

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 5/23/2024, 1/3 on 5/23/2025 and 1/3 on 5/23/2026.

Key Figures

RSUs exercised: 4,579 shares Shares withheld for taxes: 1,831 shares Tax withholding price: $766.08/share +3 more

6 metrics

RSUs exercised 4,579 shares Restricted Stock Units converted to Common Stock on 2026-05-23

Shares withheld for taxes 1,831 shares Tax-withholding disposition at $766.08 per share (code F)

Tax withholding price $766.08/share Value used for tax-withholding Common Stock disposition

Direct holdings after transaction 27,774 shares Common Stock directly owned by CEO after transactions

Indirect 401(k) holdings 215.7888 shares Common Stock held via McKesson Corporation 401(k) Plan

RSU vesting installments 1/3 each year RSUs vested on 5/23/2024, 5/23/2025 and 5/23/2026

Key Terms

Restricted Stock Units (RSUs), tax-withholding disposition, Exercise or conversion of derivative security, 401(k) Retirement Savings Plan

4 terms

Restricted Stock Units (RSUs) financial

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

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.

Exercise or conversion of derivative security financial

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

401(k) Retirement Savings Plan financial

"By the McKesson Corporation 401(k) Retirement Savings Plan"

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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^*

TYLER BRIAN S.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026

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	05/23/2026		M		4,579	A	$0	29,605	D
Common Stock	05/23/2026		F		1,831(1)	D	$766.08	27,774	D
Common Stock								215.7888	I	By the McKesson Corporation 401(k) Retirement Savings Plan

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	05/23/2026		M			4,579	(2)	(2)	Common Stock	4,579	$0	0	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 5/23/2024, 1/3 on 5/23/2025 and 1/3 on 5/23/2026.

	/s/ Sarah Ahmad Ali, Attorney-in-fact	05/27/2026
	** 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 did McKesson (MCK) CEO Brian S. Tyler report in this Form 4 filing?

He reported the vesting and conversion of 4,579 Restricted Stock Units into Common Stock, plus related tax withholding. These transactions reflect equity compensation mechanics rather than open-market buying or selling of McKesson shares.

How many McKesson (MCK) shares were withheld for taxes in the CEO’s Form 4?

The filing shows a tax-withholding disposition of 1,831 shares of Common Stock at $766.08 per share. Footnotes explain this withholding covered taxes due on the vesting of Restricted Stock Units reported in the same Form 4.

How many McKesson (MCK) shares does CEO Brian S. Tyler hold after these transactions?

After the reported transactions, he directly owns 27,774 shares of McKesson Common Stock. He also holds 215.7888 shares indirectly through the McKesson Corporation 401(k) Retirement Savings Plan, as disclosed in the ownership table.

What type of equity award vested for McKesson (MCK) CEO in this Form 4?

The Form 4 describes Restricted Stock Units (RSUs) that converted into Common Stock. Footnotes state the RSUs vested in three equal installments on 5/23/2024, 5/23/2025 and 5/23/2026, following a multi-year vesting schedule.

Does the McKesson (MCK) CEO’s Form 4 show an open-market sale of shares?

No. The disposition of 1,831 shares is coded F, indicating shares were withheld to pay taxes on an RSU vesting. This tax-withholding mechanism is not an open-market sale and typically reflects administrative settlement of tax obligations.