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McKesson (NYSE: MCK) SVP converts RSUs to stock and withholds shares for taxes

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

Rhea-AI Filing Summary

McKesson Corp senior vice president and chief accounting officer Napoleon B. Rutledge Jr. reported routine equity compensation activity involving Restricted Stock Units (RSUs). On 2026-05-23, 136 RSUs converted into 136 shares of common stock at a stated price of $0.0000 per share, reflecting a non-cash vesting event. To cover taxes on this vesting, 41 common shares were withheld at $766.08 per share, as noted in the footnotes. After these transactions, Rutledge directly held 806 shares of McKesson common stock. The RSU award had vested in three equal installments on 5/23/2024, 5/23/2025, and 5/23/2026, and following this conversion no RSUs from this grant remained outstanding.

Positive

  • None.

Negative

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Insider Rutledge Napoleon B JR
Role SVP, Controller & CAO
Type Security Shares Price Value
Exercise Restricted Stock Units (RSUs) 136 $0.00 --
Exercise Common Stock 136 $0.00 --
Tax Withholding Common Stock 41 $766.08 $31K
Holdings After Transaction: Restricted Stock Units (RSUs) — 0 shares (Direct, null); Common Stock — 806 shares (Direct, null)
Footnotes (1)
  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 5/23/2024, 1/3 on 5/23/2025 and 1/3 on 5/23/2026.
RSUs converted to common stock 136 shares RSU vesting on 2026-05-23
Shares withheld for taxes 41 shares Tax-withholding disposition at $766.08 per share
Tax-withholding price $766.08/share Used for 41-share withholding
Shares held after transactions 806 shares Direct McKesson common stock ownership
RSU vesting schedule 1/3 each year Vested on 5/23/2024, 5/23/2025, 5/23/2026
Restricted Stock Units (RSUs) financial
"The RSU award vested in three equal installments on 5/23/2024, 5/23/2025 and 5/23/2026."
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
"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.
derivative exercise/conversion financial
"Exercise or conversion of derivative security"
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Controller & CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026
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 Stock05/23/2026M136A$0806D
Common Stock05/23/2026F41(1)D$766.08765D
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
Restricted Stock Units (RSUs)$005/23/2026M136 (2) (2)Common Stock136$00D
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 5/23/2024, 1/3 on 5/23/2025 and 1/3 on 5/23/2026.
/s/ Sarah Ahmad Ali, Attorney-in-fact05/27/2026
** 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)

FAQ

What insider transactions did MCK SVP Napoleon Rutledge report on this Form 4?

Napoleon B. Rutledge Jr. reported the vesting of 136 Restricted Stock Units into common shares and the withholding of 41 shares to cover taxes, resulting in 806 McKesson common shares held directly after the transactions.

Did the MCK insider Form 4 reflect an open-market stock sale or purchase?

The filing did not report any open-market buy or sell. It showed an RSU vesting into 136 common shares and a tax-withholding disposition of 41 shares, which is a mechanical step to satisfy tax obligations, not a discretionary market trade.

How many McKesson (MCK) shares does the reporting officer hold after these transactions?

Following the RSU conversion and tax withholding, Napoleon B. Rutledge Jr. directly holds 806 shares of McKesson common stock. This figure reflects his position after receiving 136 vested shares and using 41 shares to satisfy related tax liabilities.

What was the tax-withholding price per share in the MCK Form 4 filing?

The tax-withholding disposition used a price of $766.08 per McKesson share for 41 shares. This value is disclosed as the transaction price per share for the withholding used to cover taxes on the RSU vesting reported in the filing.

How did the reported RSUs for MCK’s Napoleon Rutledge vest over time?

The Restricted Stock Units vested in three equal installments. According to the footnote, one-third vested on May 23, 2024, another third on May 23, 2025, and the final third on May 23, 2026, culminating in the 136-share conversion reported.

Were any RSUs remaining for the MCK insider after this Form 4 event?

For this specific RSU grant, none remained after the reported event. The derivative position shows zero RSUs following the conversion of 136 units into common stock, indicating this particular award has been fully vested and settled.