McKesson (NYSE: MCK) SVP awarded stock and RSUs, 234 shares withheld for tax

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MCKESSON CORP senior vice president and chief accounting officer Napoleon B. Rutledge Jr. reported compensation-related equity activity. On May 19, 2026, performance stock units vested, and 234 shares of common stock were withheld at $761.89 per share to cover related taxes.

On the same date, he received a grant of 788 shares of common stock and 211 restricted stock units, all held directly. The 211 RSUs are scheduled to vest in three equal installments on June 1, 2027, June 1, 2028, and June 1, 2029, reflecting ongoing long-term incentive compensation rather than open-market trading.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Rutledge Napoleon B JR

Role SVP, Controller & CAO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units (RSUs)	211	$0.00	--
Grant/Award	Common Stock	788	$0.00	--
Tax Withholding	Common Stock	234	$761.89	$178K

Holdings After Transaction: Restricted Stock Units (RSUs) — 211 shares (Direct, null); Common Stock — 788 shares (Direct, null)

Footnotes (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. These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029.

Key Figures

Shares withheld for taxes: 234 shares Withholding price per share: $761.89 per share Common stock grant: 788 shares +2 more

5 metrics

Shares withheld for taxes 234 shares Tax withholding on PSU settlement on May 19, 2026

Withholding price per share $761.89 per share Value used for 234-share tax withholding

Common stock grant 788 shares Compensation grant on May 19, 2026

RSU grant 211 RSUs Restricted stock units granted on May 19, 2026

RSU vesting dates June 1, 2027, 2028, 2029 Three equal annual vesting installments

Key Terms

performance stock units ("PSUs"), withholding of shares to cover taxes, Restricted Stock Units (RSUs)

3 terms

performance stock units ("PSUs") financial

"This transaction represents the settlement of performance stock units ("PSUs") which vested upon attainment of performance goals."

withholding of shares to cover taxes financial

"This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs also reported on this Form 4."

Restricted Stock Units (RSUs) financial

"These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029."

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.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 03:10 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^*

Rutledge Napoleon B JR

(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)
	SVP, Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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	05/19/2026		A		788⁽¹⁾	A	$0	788	D
Common Stock	05/19/2026		F		234⁽²⁾	D	$761.89	554	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	05/19/2026		A		211		⁽³⁾	⁽³⁾	Common Stock	211	$0	211	D

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.

3. These RSUs will vest 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029.

	/s/ Sarah Ahmad Ali, Attorney-in-fact	05/21/2026
	** 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 MCK (McKesson) report for Napoleon B. Rutledge Jr.?

McKesson reported equity compensation activity for Napoleon B. Rutledge Jr. on May 19, 2026. Performance stock units vested, with 234 shares withheld for taxes, and he received 788 common shares plus 211 RSUs as part of his long-term incentive compensation package.

Did the MCK insider Form 4 show open-market buying or selling of shares?

The filing did not show open-market buying or selling. It reported a tax-withholding disposition of 234 shares tied to PSU vesting and grants of 788 common shares and 211 RSUs, which are compensation-related, not discretionary market trades by the executive.

How many McKesson shares were withheld for taxes in the May 2026 transaction?

The company withheld 234 shares of McKesson common stock to cover taxes on vested performance stock units. The withholding price recorded was $761.89 per share, reflecting a standard mechanism for satisfying tax obligations on equity awards without a separate cash payment.

What new equity awards did the McKesson SVP receive according to this Form 4?

Napoleon B. Rutledge Jr. received 788 shares of McKesson common stock and 211 restricted stock units. These awards were granted at a stated price of $0.00 per share, indicating compensation grants rather than purchases made in the open market by the executive.

When do the newly granted McKesson RSUs to the SVP vest?

The 211 restricted stock units granted to Napoleon B. Rutledge Jr. vest in three equal installments. One-third vests on June 1, 2027, another third on June 1, 2028, and the final third on June 1, 2029, supporting long-term retention incentives.