McKesson EVP nets shares after RSU vesting, tax withholding

McKesson EVP Thomas L. Rodgers reported routine equity compensation activity involving restricted stock units (RSUs).

Rhea-AI Filing Summary

McKesson EVP Thomas L. Rodgers reported routine equity compensation activity involving restricted stock units (RSUs). On 5/21/2026, 423 RSUs converted into common stock, increasing his direct holdings. In connection with this vesting, 157 common shares were withheld at $766.50 per share to cover applicable taxes.

After these transactions, Rodgers directly holds 5,118 shares of McKesson common stock. The filing shows no open-market purchases or sales; instead it reflects an RSU vesting, an associated derivative exercise, and a tax-withholding disposition.

Insider Trade Summary

423 shares exercised/converted

Exercise 3 txns

Insider Rodgers Thomas L

Role EVP, Chief Strategy & BDO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	423	$0.00	$0.00
Exercise	Common Stock	423	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	157	$766.50	$120K

Holdings After Transaction: Restricted Stock Units (RSUs) — 423 contracts (Direct); Common Stock — 5,118 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 5/21/2025, 1/3 on 5/21/2026 and will vest 1/3 on 5/21/2027.

Key Figures

RSUs converted: 423 shares Shares withheld for taxes: 157 shares Withholding reference price: $766.50 per share +3 more

6 metrics

RSUs converted 423 shares Restricted Stock Units converted to common stock on May 21, 2026

Shares withheld for taxes 157 shares Withholding to cover taxes on RSU vesting

Withholding reference price $766.50 per share Price used for tax-withholding disposition of 157 shares

Shares held after transaction 5,118 shares Direct McKesson common stock holdings after Form 4 transactions

Exercise/conversion code Code M Indicates derivative exercise/conversion of 423 RSUs

Tax-withholding code Code F Indicates payment of tax liability by delivering 157 shares

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

"security_title": "Restricted Stock Units (RSUs)""

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""

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 did McKesson (MCK) EVP Thomas L. Rodgers report in this Form 4?

Thomas L. Rodgers reported RSU-related transactions, not open-market trades. On May 21, 2026, 423 restricted stock units converted into McKesson common shares, and 157 shares were withheld to cover taxes, leaving him with 5,118 directly owned common shares afterward.

Did the McKesson (MCK) executive buy or sell shares on the open market?

No open-market buys or sells were reported. The Form 4 shows an RSU vesting that converted 423 units into common stock and a related tax-withholding disposition of 157 shares, which the issuer retained to satisfy tax obligations rather than a discretionary market sale.

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

The filing shows 157 McKesson common shares withheld for taxes. These shares were used to cover tax liabilities arising from the vesting of restricted stock units on May 21, 2026, and are classified as a tax-withholding disposition, not an open-market transaction.

How many McKesson (MCK) shares did Thomas L. Rodgers hold after these transactions?

Following the RSU conversion and tax withholding, Thomas L. Rodgers directly held 5,118 McKesson common shares. This post-transaction balance reflects the net result of 423 RSUs converting into stock and 157 shares withheld to satisfy applicable tax obligations on the vesting.

What is the significance of the RSU activity reported for McKesson (MCK)?

The activity reflects routine equity compensation mechanics rather than directional trading. RSUs vested and converted into 423 common shares, and 157 shares were withheld at a stated price of $766.50 to cover taxes, leaving the executive with 5,118 directly owned shares afterward.

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

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Accepted by SEC EDGAR 05/26/2026 - 02:23 PM EDT 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^*

Rodgers Thomas L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Strategy & BDO

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		423	A	$0	5,275	D
Common Stock	05/21/2026		F		157(1)	D	$766.5	5,118	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			423	(2)	(2)	Common Stock	423	$0	423	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)