McKesson (MCK) EVP Fraga converts RSUs to stock with share withholding for taxes

Rhea-AI Filing Summary

McKesson executive Francisco Fraga reported routine equity compensation activity involving Restricted Stock Units (RSUs). On May 21, 2026, RSUs converted into 483 shares of Common Stock, increasing his direct holdings. This reflects a vesting and derivative exercise rather than an open-market purchase.

To cover taxes on the RSU vesting, 191 shares were withheld by the company, classified as a tax-withholding disposition and not an open-market sale. After these transactions, Fraga directly holds 6,128.417 shares of McKesson common stock. He also reports 483 RSUs remaining outstanding following the vesting schedule.

Insights

Equity compensation analyst

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

The filing shows Francisco Fraga, EVP, CIO and CTO of McKesson, converting 483 RSUs into common shares. This is standard equity compensation, recorded with transaction code M for derivative exercise/conversion.

A separate F-code transaction covers 191 shares withheld for taxes on the vesting, which is a non-market disposition and not a sale decision. Afterward, Fraga holds 6,128.417 common shares directly and 483 RSUs remain. With no open-market buys or sells, the informational value for investors is limited, and the activity appears routine.

Insider Trade Summary

483 shares exercised/converted

Mixed 3 txns

Insider Fraga Francisco

Role EVP, CIO and CTO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	483	$0.00	--
Exercise	Common Stock	483	$0.00	--
Tax Withholding	Common Stock	191	$766.50	$146K

Holdings After Transaction: Restricted Stock Units (RSUs) — 483 shares (Direct, null); Common Stock — 6,319.417 shares (Direct, null)

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 5/21/2025, 1/3 on 5/21/2026 and will vest 1/3 on 5/21/2027.

Key Figures

RSUs converted to common stock: 483 shares Shares withheld for taxes: 191 shares at $766.50/share Common shares held after transactions: 6,128.417 shares +2 more

5 metrics

RSUs converted to common stock 483 shares Derivative exercise/conversion of RSUs on May 21, 2026

Shares withheld for taxes 191 shares at $766.50/share Tax-withholding disposition tied to RSU vesting

Common shares held after transactions 6,128.417 shares Direct McKesson common stock holdings post-Form 4

RSUs outstanding after vesting 483 RSUs Remaining Restricted Stock Units following partial vesting

RSU vesting schedule 1/3 on 5/21/2025, 1/3 on 5/21/2026, 1/3 on 5/21/2027 Footnote describing RSU vesting pattern

Key Terms

Restricted Stock Units (RSUs), tax-withholding disposition, derivative exercise/conversion, withholding of shares to cover taxes, +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""

withholding of shares to cover taxes financial

"footnote: "withholding of shares to cover taxes applicable to a vesting of RSUs""

vesting of RSUs financial

"footnote: "These RSUs vested as to 1/3 on 5/21/2025, 1/3 on 5/21/2026""

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^*

Fraga Francisco

(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, CIO and CTO

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		483	A	$0	6,319.417	D
Common Stock	05/21/2026		F		191(1)	D	$766.5	6,128.417	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			483	(2)	(2)	Common Stock	483	$0	483	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)

FAQ

What insider transaction did McKesson (MCK) executive Francisco Fraga report?

Francisco Fraga reported routine equity compensation activity. On May 21, 2026, 483 Restricted Stock Units (RSUs) converted into McKesson common stock, increasing his direct share holdings as part of an RSU vesting schedule rather than an open-market purchase or sale.

How many McKesson (MCK) shares were acquired through RSU vesting in this Form 4?

The Form 4 shows 483 shares of McKesson common stock acquired through the exercise of RSUs. These were recorded with transaction code M, indicating a derivative exercise/conversion tied to previously granted RSUs, not an open-market buy on the stock exchange.

Why were 191 McKesson (MCK) shares disposed of in Francisco Fraga’s Form 4?

The 191-share disposition reflects tax withholding on the RSU vesting, not an open-market sale. Shares were withheld by McKesson to cover taxes applicable to the RSUs that vested on May 21, 2026, a common feature of stock-based compensation programs.

What are Francisco Fraga’s McKesson (MCK) holdings after these insider transactions?

Following the RSU conversion and tax withholding, Francisco Fraga directly holds 6,128.417 shares of McKesson common stock. In addition, he reports 483 Restricted Stock Units outstanding, which continue to follow the disclosed vesting schedule under his compensation plan.

Does this McKesson (MCK) Form 4 indicate open-market buying or selling by the executive?

No open-market buying or selling is reported. The filing shows RSU conversion into 483 common shares and 191 shares withheld for taxes. Both transactions are compensation-related and classified as derivative exercise and tax-withholding disposition, not discretionary market trades.