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MCKESSON (NYSE: MCK) EVP granted shares and RSUs, withholds stock for taxes

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

Rhea-AI Filing Summary

MCKESSON CORP executive Thomas L. Rodgers reported equity compensation changes. On May 19, 2026, he received a grant of 3,614 shares of Common Stock at no cost and 919 Restricted Stock Units (RSUs), each RSU representing a right to receive one share of common stock.

On the same date, 1,226 common shares were withheld in a tax-withholding disposition at $761.89 per share to cover taxes tied to the settlement of performance stock units that vested upon attainment of performance goals. Following these transactions, he directly holds 5,882 common shares and 919 RSUs.

Positive

  • None.

Negative

  • None.
Insider Rodgers Thomas L
Role EVP, Chief Strategy & BDO
Type Security Shares Price Value
Grant/Award Restricted Stock Units (RSUs) 919 $0.00 --
Grant/Award Common Stock 3,614 $0.00 --
Tax Withholding Common Stock 1,226 $761.89 $934K
Holdings After Transaction: Restricted Stock Units (RSUs) — 919 shares (Direct, null); Common Stock — 5,882 shares (Direct, null)
Footnotes (1)
  1. This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals. This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs also reported on this Form 4. These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029.
Tax-withholding shares 1,226 shares Common stock withheld to cover taxes on PSU settlement at $761.89
Tax-withholding price $761.89 per share Price used for 1,226 withheld common shares
Common stock grant 3,614 shares Common shares granted as stock award at $0.00 per share
RSU grant 919 RSUs Restricted Stock Units granted, each for one common share
Post-transaction common holdings 5,882 shares Common stock directly held after reported transactions
Post-transaction RSU holdings 919 RSUs RSUs directly held after award on May 19, 2026
RSU vesting schedule 1/3 in 2027, 2028, 2029 RSUs vest on June 1, 2027, 2028, and 2029
Restricted Stock Units (RSUs) financial
"These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029."
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.
performance stock units ("PSUs") financial
"This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals."
tax-withholding disposition financial
"This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs also reported on this Form 4."
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.
grant/award acquisition financial
"Grant, award, or other acquisition"
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Strategy & BDO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		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 Stock05/19/2026A3,614(1)A$05,882D
Common Stock05/19/2026F1,226(2)D$761.894,656D
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)$005/19/2026A919 (3) (3)Common Stock919$0919D
Explanation of Responses:
1. This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals.
2. This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs also reported on this Form 4.
3. These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029.
/s/ Sarah Ahmad Ali, Attorney-in-fact05/21/2026
** 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 CORP EVP Thomas L. Rodgers report in this Form 4?

Thomas L. Rodgers reported stock-based compensation changes, including a grant of 3,614 MCKESSON CORP common shares and 919 RSUs, plus 1,226 shares withheld to cover taxes on vested performance stock units that settled upon achievement of performance goals.

How many MCKESSON (MCK) shares did Thomas L. Rodgers receive and at what cost?

Rodgers received 3,614 shares of MCKESSON common stock and 919 RSUs at a transaction price of $0.00 per share, reflecting compensation-related awards rather than open‑market purchases, increasing his direct equity exposure to the company.

Why were 1,226 MCKESSON (MCK) shares disposed of in this filing?

The 1,226 shares were withheld as a tax-withholding disposition at $761.89 per share to satisfy taxes arising from the settlement of performance stock units that vested based on attained performance goals, rather than a discretionary market sale by Rodgers.

What are the RSUs reported by Thomas L. Rodgers in MCKESSON’s Form 4?

Rodgers was granted 919 Restricted Stock Units (RSUs), each convertible into one MCKESSON common share. According to the disclosure, these RSUs vest in three equal installments on June 1, 2027, June 1, 2028, and June 1, 2029, if vesting conditions are met.

How many MCKESSON (MCK) shares does Thomas L. Rodgers hold after these transactions?

After the reported transactions, Rodgers directly holds 5,882 shares of MCKESSON common stock and 919 RSUs. This reflects his updated equity position following the stock grant, RSU award, and tax-related share withholding tied to PSU settlement.