McKesson EVP Rodgers sells shares, exercises RSUs

McKesson Corporation executive Thomas L. Rodgers reported a combination of stock sales, option exercises and tax withholding events.

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

McKesson Corporation executive Thomas L. Rodgers reported a combination of stock sales, option exercises and tax withholding events. He sold 2,388 shares of common stock in an open-market transaction at $761.09 per share pursuant to a pre-arranged Rule 10b5-1(c) trading plan and now holds 3,090 shares directly.

On the same Form 4, 594 Restricted Stock Units converted into 594 common shares, with 234 of those shares withheld to cover taxes at $766.08 per share. The RSUs vest in three equal installments on May 21, 2025, May 21, 2026 and May 21, 2027, reflecting ongoing equity-based compensation.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Rodgers Thomas L

Role EVP, Chief Strategy & BDO

Sold 2,388 shs ($1.82M)

Approx. gross sale proceeds $1.82M

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	2,388	$761.09	$1.82M
Exercise	Restricted Stock Units (RSUs)	594	$0.00	$0.00
Exercise	Common Stock	594	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	234	$766.08	$179K

Holdings After Transaction: Restricted Stock Units (RSUs) — 0 contracts (Direct); Common Stock — 3,090 shares (Direct)

Footnotes (3)

F1. This transaction represents a withholding of shares to cover taxes applicable to a vesting of RSUs also reported on this Form 4.
F2. Sale pursuant to a previously adopted plan dated August 18, 2025, in compliance with Rule 10b5-1(c).
F3. 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

Open-market sale: 2,388 shares at $761.09/share RSUs converted: 594 RSUs into 594 common shares Tax withholding shares: 234 shares at $766.08/share +2 more

5 metrics

Open-market sale 2,388 shares at $761.09/share Common Stock sale on May 26, 2026

RSUs converted 594 RSUs into 594 common shares Derivative exercise/conversion on May 23, 2026

Tax withholding shares 234 shares at $766.08/share Shares withheld for taxes on RSU vesting

Shares held after sale 3,090 shares Direct McKesson common stock holdings post-transaction

Net buy/sell shares 2,388 net shares sold Net buy-sell direction reported as net-sell

Key Terms

Restricted Stock Units (RSUs), Rule 10b5-1(c), tax-withholding disposition, Exercise or conversion of derivative security

4 terms

Restricted Stock Units (RSUs) financial

"The filing reports 594 Restricted Stock Units (RSUs) converting into common stock."

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.

Rule 10b5-1(c) regulatory

"Sale pursuant to a previously adopted plan dated August 18, 2025, in compliance with Rule 10b5-1(c)."

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

tax-withholding disposition financial

"This transaction represents a withholding of shares to cover taxes applicable to a vesting of RSUs."

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.

Exercise or conversion of derivative security financial

"Transaction code M is described as Exercise or conversion of derivative security."

FAQ

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

What insider transactions did McKesson (MCK) EVP Thomas L. Rodgers report?

Thomas L. Rodgers reported an open-market sale of 2,388 McKesson common shares and the vesting and conversion of 594 Restricted Stock Units, alongside 234 shares withheld to cover taxes related to that RSU vesting.

How many McKesson (MCK) shares did Rodgers sell and at what price?

Rodgers sold 2,388 McKesson common shares in an open-market transaction at a reported price of $761.09 per share, according to the Form 4, executed under a previously adopted Rule 10b5-1(c) trading plan.

What RSU activity for McKesson (MCK) did the Form 4 disclose?

The filing shows 594 Restricted Stock Units converted into 594 McKesson common shares. Of these, 234 shares were withheld to satisfy tax obligations associated with the vesting of those RSUs, leaving the remainder delivered as common stock.

How many McKesson (MCK) shares does Rodgers hold after these transactions?

After the reported sale and related equity transactions, Rodgers directly holds 3,090 shares of McKesson common stock. This figure reflects his position following the open-market sale and the RSU conversion and tax-withholding events.

Were Rodgers’ McKesson (MCK) stock sales under a trading plan?

Yes. The Form 4 footnotes state the 2,388-share sale was executed pursuant to a previously adopted plan dated August 18, 2025, in compliance with Rule 10b5-1(c), indicating the transaction was pre-arranged rather than opportunistic.

How do the McKesson (MCK) RSUs for Rodgers vest over time?

The RSUs referenced in the Form 4 vest in three equal installments: one-third on May 21, 2025, one-third on May 21, 2026, and the final one-third on May 21, 2027, providing staggered, ongoing equity compensation for Rodgers.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/27/2026 - 02:12 PM EDT

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^*

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Strategy & BDO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026

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	05/23/2026		M		594	A	$0	5,712	D
Common Stock	05/23/2026		F		234⁽¹⁾	D	$766.08	5,478	D
Common Stock	05/26/2026		S		2,388⁽²⁾	D	$761.09	3,090	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)
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	05/23/2026		M			594	⁽³⁾	⁽³⁾	Common Stock	594	$0	0	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. Sale pursuant to a previously adopted plan dated August 18, 2025, in compliance with Rule 10b5-1(c).

3. 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	05/27/2026
	** 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