McKesson CFO exercises 1,207 RSUs, withholds shares

McKesson Corporation EVP & CFO Britt J. Vitalone reported routine equity compensation activity involving restricted stock units.

Rhea-AI Filing Summary

McKesson Corporation EVP & CFO Britt J. Vitalone reported routine equity compensation activity involving restricted stock units. On May 21, 2026, she exercised RSUs that delivered 1,207 common shares, increasing her direct ownership.

To cover taxes on the RSU vesting, 447 common shares were withheld and treated as a tax-withholding disposition, not an open-market sale, at a reported price of $766.50 per share. After these transactions, Vitalone directly holds 21,058.377 common shares and indirectly holds 552.2473 common shares through the McKesson Corporation 401(k) Retirement Savings Plan.

Insider Trade Summary

1,207 shares exercised/converted

Exercise 4 txns

Insider Vitalone Britt J.

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	1,207	$0.00	$0.00
Exercise	Common Stock	1,207	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	447	$766.50	$343K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units (RSUs) — 1,207 contracts (Direct); Common Stock — 21,058.377 shares (Direct); Common Stock — 552.2473 shares (Indirect, By the McKesson Corporation 401(k) Retirement Savings Plan)

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 exercised: 1,207 shares Shares withheld for taxes: 447 shares Withholding price: $766.50 per share +2 more

5 metrics

RSUs exercised 1,207 shares Common stock delivered from RSU conversion on May 21, 2026

Shares withheld for taxes 447 shares Tax-withholding disposition related to RSU vesting

Withholding price $766.50 per share Price applied to tax-withholding shares

Direct holdings after transaction 21,058.377 shares Common stock directly owned following Form 4 transactions

Indirect 401(k) holdings 552.2473 shares Held via McKesson Corporation 401(k) Retirement Savings Plan

Key Terms

Restricted Stock Units (RSUs), tax-withholding disposition, derivative security, 401(k) Retirement Savings Plan

4 terms

Restricted Stock Units (RSUs) financial

"The security title is listed as "Restricted Stock Units (RSUs)" for one transaction."

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

"The transaction_action field describes the F-coded entry as a "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 security financial

"The transaction_code_description notes "Exercise or conversion of derivative security" for the RSU-related transaction."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

401(k) Retirement Savings Plan financial

"Indirect ownership is noted as "By the McKesson Corporation 401(k) Retirement Savings Plan"."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did McKesson (MCK) CFO Britt Vitalone report?

Britt J. Vitalone reported exercising restricted stock units for 1,207 McKesson common shares. The filing also shows shares withheld to cover taxes, reflecting routine equity compensation activity rather than an open-market purchase or sale of stock.

How many McKesson (MCK) shares were withheld for Britt Vitalone’s taxes?

The filing shows 447 McKesson common shares were withheld to cover tax obligations on vested RSUs. These are coded as a tax-withholding disposition, not a market sale, and are priced at $766.50 per share in the reported transaction.

How many McKesson (MCK) shares does CFO Britt Vitalone own after this Form 4?

After the reported transactions, Britt Vitalone directly owns 21,058.377 McKesson common shares. She also indirectly owns 552.2473 shares through the McKesson Corporation 401(k) Retirement Savings Plan, according to the Form 4 data.

Were Britt Vitalone’s McKesson (MCK) transactions open-market buys or sells?

No open-market buys or sells are reported. The Form 4 shows an RSU-related exercise and a tax-withholding disposition coded “F,” where 447 shares were withheld to pay taxes on vesting rather than sold in the market.

What does the RSU transaction code “M” mean in the McKesson (MCK) Form 4?

In this Form 4, code “M” indicates the exercise or conversion of a derivative security, here restricted stock units (RSUs). It reflects 1,207 RSUs converting into McKesson common shares as part of Vitalone’s equity compensation.

How are Britt Vitalone’s indirect McKesson (MCK) holdings structured?

Her indirect ownership consists of 552.2473 McKesson common shares held through the McKesson Corporation 401(k) Retirement Savings Plan. The filing classifies these as indirect holdings separate from her directly owned 21,058.377 shares.

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

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Accepted by SEC EDGAR 05/26/2026 - 02:24 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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

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		1,207	A	$0	21,505.377	D
Common Stock	05/21/2026		F		447(1)	D	$766.5	21,058.377	D
Common Stock								552.2473	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	05/21/2026		M			1,207	(2)	(2)	Common Stock	1,207	$0	1,207	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)