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McKesson (NYSE: MCK) CFO converts RSUs, withholds 581 shares for taxes

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

Rhea-AI Filing Summary

McKesson Corporation’s EVP & CFO, Britt J. Vitalone, reported routine equity compensation activity involving Restricted Stock Units (RSUs) and common stock. On May 23, 2026, 1,476 RSUs were exercised into 1,476 shares of common stock, eliminating this RSU position. To cover taxes on the RSU vesting, 581 shares of common stock were withheld at $766.08 per share, described as a tax-withholding disposition rather than an open-market sale. Following these transactions, Vitalone directly held about 21,953.377 shares of McKesson common stock, with an additional 552.2562 shares held indirectly through the McKesson Corporation 401(k) Retirement Savings Plan. Footnotes note that these RSUs vested in three equal installments on May 23, 2024, 2025, and 2026, indicating a scheduled vesting pattern.

Positive

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Negative

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Insider Vitalone Britt J.
Role EVP & CFO
Type Security Shares Price Value
Exercise Restricted Stock Units (RSUs) 1,476 $0.00 --
Exercise Common Stock 1,476 $0.00 --
Tax Withholding Common Stock 581 $766.08 $445K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units (RSUs) — 0 shares (Direct, null); Common Stock — 22,534.377 shares (Direct, null); Common Stock — 552.256 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.
RSUs exercised 1,476 units RSUs converted to common stock on May 23, 2026
Shares withheld for taxes 581 shares Common stock withheld to cover RSU tax liability
Tax withholding price $766.08 per share Value used for 581-share tax withholding disposition
Direct common shares after transactions 21,953.377 shares Direct McKesson holdings following RSU exercise and tax withholding
Indirect 401(k) holdings 552.2562 shares McKesson shares in company 401(k) plan
RSU vesting schedule 1/3 per year over 3 years Vestings on May 23, 2024, 2025, and 2026
Restricted Stock Units (RSUs) financial
"The RSUs vested as to 1/3 on 5/23/2024, 1/3 on 5/23/2025 and 1/3 on 5/23/2026."
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
"Payment of exercise price or tax liability by delivering securities."
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"
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*
Vitalone Britt J.
(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 & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026		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 Stock05/23/2026M1,476A$022,534.377D
Common Stock05/23/2026F581(1)D$766.0821,953.377D
Common Stock552.2562IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSUs)$005/23/2026M1,476 (2) (2)Common Stock1,476$00D
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-fact05/27/2026
** 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 McKesson (MCK) CFO Britt Vitalone report in this Form 4?

He reported routine equity compensation activity, including RSU vesting, conversion to common stock, and related tax withholding. These actions reflect scheduled compensation events, not open-market buying or selling of McKesson shares.

How many McKesson (MCK) RSUs did the CFO convert to common stock?

He converted 1,476 Restricted Stock Units (RSUs) into 1,476 shares of McKesson common stock. This exercise eliminated the reported RSU position, turning the award into directly held shares.

How many McKesson (MCK) shares were withheld for taxes in this filing?

The filing shows 581 shares of McKesson common stock withheld at $766.08 per share to cover tax obligations on the RSU vesting, characterized as a tax-withholding disposition rather than an open-market sale.

What are Britt Vitalone’s McKesson (MCK) share holdings after these transactions?

After the reported transactions, he directly holds about 21,953.377 shares of McKesson common stock, plus 552.2562 shares held indirectly through the McKesson Corporation 401(k) Retirement Savings Plan.

How did the McKesson (MCK) RSUs vest for the CFO?

The RSUs vested in three equal installments: 1/3 on May 23, 2024, 1/3 on May 23, 2025, and 1/3 on May 23, 2026, reflecting a scheduled multi-year vesting pattern.

Was this McKesson (MCK) Form 4 an open-market stock sale by the CFO?

No. The disposition reported is a tax-withholding transaction, where shares were withheld to pay taxes on RSU vesting. It does not represent a discretionary open-market sale of shares.