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McKesson (MCK) CFO awarded 8,979 shares; 3,338 withheld for PSU taxes

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

Rhea-AI Filing Summary

McKesson Corporation EVP & CFO Britt J. Vitalone reported routine equity compensation activity. On May 19, 2026, performance stock units vested and settled into 8,979 shares of common stock, increasing his direct holdings.

To cover taxes on this PSU settlement, 3,338 shares were withheld by the company, a non-market disposition that does not represent an open-market sale. After these transactions, Vitalone directly holds 23,007.377 shares of common stock and indirectly holds 552.2847 shares through the McKesson Corporation 401(k) Retirement Savings Plan.

Positive

  • None.

Negative

  • None.
Insider Vitalone Britt J.
Role EVP & CFO
Type Security Shares Price Value
Grant/Award Common Stock 8,979 $0.00 --
Tax Withholding Common Stock 3,338 $761.89 $2.54M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 23,007.377 shares (Direct, null); Common Stock — 552.285 shares (Indirect, By the McKesson Corporation 401(k) Retirement Savings Plan)
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.
PSU settlement shares 8,979 shares Common stock received from vested performance stock units on May 19, 2026
Tax withholding shares 3,338 shares Shares withheld to cover taxes on PSU settlement
Post-transaction direct holdings 23,007.377 shares Direct common stock holdings after reported transactions
Indirect 401(k) holdings 552.2847 shares Common stock held via McKesson Corporation 401(k) Retirement Savings Plan
Tax withholding price $761.8900 per share Price used for 3,338-share tax-withholding disposition
performance stock units financial
"This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
PSUs financial
"This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals."
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
withholding of shares financial
"This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs also reported on this Form 4."
401(k) Retirement Savings Plan financial
"By the McKesson Corporation 401(k) Retirement Savings Plan"
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.
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & CFO
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 Stock05/19/2026A8,979(1)A$023,007.377D
Common Stock05/19/2026F3,338(2)D$761.8919,669.377D
Common Stock552.2847IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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.
/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 insider transactions did McKesson (MCK) CFO Britt Vitalone report?

Britt Vitalone reported performance stock units vesting into 8,979 McKesson common shares, plus related tax withholding of 3,338 shares. These entries reflect equity compensation settlement and associated taxes, rather than open-market buying or selling of McKesson stock.

Did the McKesson (MCK) CFO sell shares in the open market?

No open-market sale was reported. The 3,338 shares shown as a disposition were withheld by McKesson to cover taxes on vested performance stock units, a standard non-market mechanism rather than a discretionary sale into the market.

How many McKesson (MCK) shares does the CFO hold after this Form 4?

After these transactions, Britt Vitalone directly holds 23,007.377 McKesson common shares and indirectly holds 552.2847 shares via the McKesson Corporation 401(k) Retirement Savings Plan, according to the reported post-transaction ownership figures.

What are performance stock units (PSUs) in the McKesson (MCK) filing?

In this context, performance stock units are equity awards that convert into McKesson common shares when performance goals are met. The filing notes PSUs vested upon attainment of performance goals, resulting in 8,979 shares being issued to the CFO as compensation.

Why were 3,338 McKesson (MCK) shares withheld from the CFO’s award?

The filing states 3,338 shares were withheld to cover taxes owed on the settlement of vested performance stock units. This tax-withholding disposition is handled by delivering shares back to the company, rather than selling them on the open market for cash.