McKesson (MCK) legal chief reports RSU vesting with shares withheld for taxes

Rhea-AI Filing Summary

McKesson Corp EVP and Chief Legal Officer Michele Lau reported routine equity compensation activity involving restricted stock units (RSUs). On May 20, 2026, 677 RSUs converted into the same number of McKesson common shares. To cover taxes on this vesting, 267 shares were withheld at a price of $754.68 per share, a standard tax-withholding disposition rather than an open-market sale. Lau effectively received the remaining shares, increasing her directly held common stock to 6,358 shares, while she also indirectly holds 139.0413 shares through the McKesson Corporation 401(k) Retirement Savings Plan. After the transaction, she continues to hold 1,354 RSUs that are scheduled to vest in equal installments in 2027 and 2028.

Insights

Equity Compensation Analyst

Routine RSU vesting with tax withholding; no open-market trading signal.

The filing shows 677 RSUs vesting into common stock for Michele Lau, with 267 shares withheld at $754.68 to satisfy tax obligations. This matches standard equity compensation mechanics rather than discretionary buying or selling.

Because the disposition is coded "F" for tax withholding, it does not represent an open-market sale and carries little informational value about management’s view of McKesson stock. Lau’s directly held stake increases to 6,358 shares, while she also maintains 139.0413 shares in the company’s 401(k) Retirement Savings Plan.

The RSU footnote states that these units vested one-third on May 20, 2026 and will vest one-third on May 20, 2027 and May 20, 2028. Future vesting events of this grant will likely follow similar tax-withholding patterns as they occur.

Insider Trade Summary

677 shares exercised/converted

Mixed 4 txns

Insider Lau Michele

Role EVP and Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	677	$0.00	--
Exercise	Common Stock	677	$0.00	--
Tax Withholding	Common Stock	267	$754.68	$201K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units (RSUs) — 1,354 shares (Direct, null); Common Stock — 6,625 shares (Direct, null); Common Stock — 139.041 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 5/20/2026 and will vest 1/3 on 5/20/2027 and 1/3 on 5/20/2028.

Key Figures

RSUs vested: 677 units Shares withheld for taxes: 267 shares Tax withholding price: $754.68 per share +3 more

6 metrics

RSUs vested 677 units RSUs converted into common stock on May 20, 2026

Shares withheld for taxes 267 shares Tax withholding at $754.68 per share on vesting

Tax withholding price $754.68 per share Value applied to 267 withheld shares

Direct common shares after transaction 6,358 shares Total directly held by Michele Lau after Form 4

Indirect 401(k) holdings 139.0413 shares Held via McKesson Corporation 401(k) Retirement Savings Plan

Remaining RSUs 1,354 units RSUs scheduled to vest in 2027 and 2028

Key Terms

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

4 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.

Exercise or conversion of derivative security financial

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

McKesson Corporation 401(k) Retirement Savings Plan financial

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

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^*

Lau Michele

(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)
	EVP and Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		M		677	A	$0	6,625	D
Common Stock	05/20/2026		F		267(1)	D	$754.68	6,358	D
Common Stock								139.0413	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	05/20/2026		M			677	(2)	(2)	Common Stock	677	$0	1,354	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 5/20/2026 and will vest 1/3 on 5/20/2027 and 1/3 on 5/20/2028.

	/s/ Sarah Ahmad Ali, Attorney-in-fact	05/22/2026
	** 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 transaction did McKesson (MCK) executive Michele Lau report?

Michele Lau reported the vesting of 677 restricted stock units into McKesson common stock. As part of this vesting, some shares were automatically withheld to cover tax obligations, a standard equity compensation practice rather than discretionary trading in the open market.

How many McKesson shares were withheld for taxes in Michele Lau’s Form 4?

The filing shows 267 McKesson common shares were withheld to cover taxes. These shares were valued at $754.68 each, reflecting a tax-withholding disposition coded "F", which indicates payment of tax liability by delivering securities instead of cash.

How many McKesson shares does Michele Lau hold after this Form 4 transaction?

After the reported transactions, Michele Lau directly holds 6,358 shares of McKesson common stock. She also indirectly holds 139.0413 additional shares through the McKesson Corporation 401(k) Retirement Savings Plan, as disclosed in the ownership table within the Form 4.

What does the RSU vesting schedule look like for Michele Lau at McKesson?

The RSUs reported in the filing vested as to one-third on May 20, 2026. The remaining two-thirds are scheduled to vest in equal one-third installments on May 20, 2027, and May 20, 2028, subject to the terms of the underlying award agreement.

Did Michele Lau buy or sell McKesson stock on the open market in this Form 4?

No open-market purchases or sales are reported. The Form 4 shows RSUs converting into common shares and an "F"-coded tax-withholding disposition, where shares are withheld to pay taxes, which is not considered an open-market trade.

How many restricted stock units does Michele Lau still hold at McKesson after vesting?

Following the vesting and conversion of 677 RSUs, Michele Lau continues to hold 1,354 restricted stock units. These remaining units are scheduled to vest in two future annual installments, assuming continued satisfaction of the award’s vesting conditions.