What does the 1,282-share disposition in McKesson (MCK) CEO’s Form 4 represent?

The 1,282-share disposition is a tax-withholding event, not an open-market sale. Shares were withheld to cover taxes arising from RSUs vesting into common stock, as indicated by transaction code F and the footnote describing payment of tax liability using shares.

McKesson (NYSE: MCK) CEO vests RSUs and uses shares to pay taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

McKesson Corp Chief Executive Officer Brian S. Tyler reported routine equity compensation activity. On May 20, 2026, 3,189 Restricted Stock Units (RSUs) converted into the same number of common shares, while 1,282 shares were withheld to cover taxes tied to this vesting. After these transactions, he held 24,127 common shares directly and 215.8137 shares indirectly through the McKesson Corporation 401(k) Retirement Savings Plan. The RSU award vested one-third on this date and is scheduled to vest in equal parts on May 20, 2027 and May 20, 2028.

Insider Trade Summary

3,189 shares exercised/converted

Mixed 4 txns

Insider TYLER BRIAN S.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	3,189	$0.00	--
Exercise	Common Stock	3,189	$0.00	--
Tax Withholding	Common Stock	1,282	$754.68	$967K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units (RSUs) — 6,378 shares (Direct, null); Common Stock — 24,127 shares (Direct, null); Common Stock — 215.814 shares (Indirect, By the McKesson Corporation 401(k) Retirement Savings Plan)

Footnotes (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: 3,189 units Shares withheld for taxes: 1,282 shares Direct common shares after transactions: 24,127 shares +2 more

5 metrics

RSUs vested 3,189 units RSUs converted into common stock on May 20, 2026

Shares withheld for taxes 1,282 shares Tax-withholding disposition related to RSU vesting

Direct common shares after transactions 24,127 shares Direct ownership following May 20, 2026 transactions

Indirect 401(k) holdings 215.8137 shares Held via McKesson Corporation 401(k) Retirement Savings Plan

RSUs outstanding after transaction 6,378 units Restricted Stock Units remaining after 3,189-unit vesting

Key Terms

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

4 terms

Restricted Stock Units (RSUs) financial

"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."

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

"Payment of exercise price or tax liability by delivering securities"

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

"Exercise or conversion of derivative security"

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

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

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 05:52 PM

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^*

TYLER BRIAN S.

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2026		M		3,189	A	$0	24,127	D
Common Stock	05/20/2026		F		1,282⁽¹⁾	D	$754.68	22,845	D
Common Stock								215.8137	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSUs)	$0	05/20/2026		M			3,189	⁽²⁾	⁽²⁾	Common Stock	3,189	$0	6,378	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did McKesson (MCK) CEO Brian S. Tyler report?

McKesson CEO Brian S. Tyler reported RSU vesting and related share movements. On 20 May 2026, 3,189 RSUs converted into common stock, and 1,282 shares were withheld to satisfy tax obligations, reflecting routine equity compensation rather than an open-market stock purchase or sale.

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

Following the reported transactions, Brian S. Tyler held 24,127 McKesson common shares directly. He also had 215.8137 shares held indirectly through the McKesson Corporation 401(k) Retirement Savings Plan, giving investors a clearer picture of his post-transaction equity stake.

How many Restricted Stock Units (RSUs) vested for McKesson (MCK) CEO on May 20, 2026?

On 20 May 2026, 3,189 RSUs held by McKesson CEO Brian S. Tyler vested and converted into the same number of common shares. This RSU vesting is part of his long-term equity compensation package, rather than a discretionary stock market transaction.

What future vesting schedule applies to the McKesson (MCK) CEO’s RSUs?

The RSU grant vests in three equal installments. One-third vested on 20 May 2026, with additional one-third portions scheduled to vest on 20 May 2027 and 20 May 2028. This structure spreads equity compensation over multiple years, aligning with long-term employment.

Are the McKesson (MCK) CEO’s reported transactions open-market buys or sells?

The filing does not show open-market purchases or sales. It reflects RSU vesting (coded M) and tax withholding (coded F), where shares are issued upon vesting and a portion is withheld to cover tax liabilities, typical for equity compensation programs.