McKesson (NYSE: MCK) legal chief exercises RSUs and withholds stock for taxes

Rhea-AI Filing Summary

McKesson Corporation EVP and Chief Legal Officer Michele Lau reported several equity transactions dated 02/09/2026 related to restricted stock unit (RSU) vesting. Lau acquired 3,990 shares of common stock upon the exercise or conversion of RSUs at an exercise price of $0, then disposed of 1,421 shares at $962.32 per share to cover taxes on the vesting, leaving 5,816 directly held shares after that transaction.

On the same date, Lau acquired an additional 758 shares of common stock from another RSU conversion at $0 and disposed of 299 shares at $962.32 per share for tax withholding, resulting in 6,275 directly held shares of common stock after the reported transactions. Footnotes explain that the dispositions under code F represent shares withheld to satisfy tax obligations tied to RSU vesting. Lau also has indirect beneficial ownership of 138.6243 shares of common stock through the McKesson Corporation 401(k) Retirement Savings Plan.

Insider Trade Summary

4,748 shares exercised/converted

Mixed 7 txns

Insider Lau Michele

Role EVP and Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	3,990	$0.00	--
Exercise	Restricted Stock Units (RSUs)	758	$0.00	--
Exercise	Common Stock	3,990	$0.00	--
Tax Withholding	Common Stock	1,421	$962.32	$1.37M
Exercise	Common Stock	758	$0.00	--
Tax Withholding	Common Stock	299	$962.32	$288K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units (RSUs) — 0 shares (Direct); Common Stock — 7,237 shares (Direct); Common Stock — 138.624 shares (Indirect, By the McKesson Corporation 401(k) Retirement Savings Plan)

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 50% on 2/9/2025 and 50% on 2/9/2026. These RSUs vested 1/3 on 2/9/2025 and 1/3 on 2/9/2026, and will vest 1/3 on 2/9/2027.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Lau Michele

(Last) (First) (Middle)

6555 NORTH STATE HWY 161

(Street)

IRVING TX 75039

(City) (State) (Zip)

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 and Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		M		3,990	A	$0	7,237	D
Common Stock	02/09/2026		F		1,421(1)	D	$962.32	5,816	D
Common Stock	02/09/2026		M		758	A	$0	6,574	D
Common Stock	02/09/2026		F		299(1)	D	$962.32	6,275	D
Common Stock								138.6243	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSUs)	$0	02/09/2026		M			3,990	(2)	(2)	Common Stock	3,990	$0	0	D
Restricted Stock Units (RSUs)	$0	02/09/2026		M			758	(3)	(3)	Common Stock	758	$0	758	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 50% on 2/9/2025 and 50% on 2/9/2026.

3. These RSUs vested 1/3 on 2/9/2025 and 1/3 on 2/9/2026, and will vest 1/3 on 2/9/2027.

	/s/ Sarah Ahmad Ali, Attorney-in-fact	02/11/2026
	** 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.
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FAQ

What insider transactions did McKesson (MCK) report for EVP Michele Lau?

McKesson reported that EVP and Chief Legal Officer Michele Lau exercised RSUs into 3,990 and 758 common shares, then had 1,421 and 299 shares withheld at $962.32 per share to cover taxes. These routine equity events changed her directly held share counts on 02/09/2026.

Did Michele Lau buy or sell McKesson (MCK) shares in the open market?

The filing shows RSU conversions and tax-withholding dispositions, not open-market purchases or discretionary sales. Shares were acquired at an exercise price of $0 from RSUs and some were withheld at $962.32 per share to satisfy tax liabilities tied to those vesting events.

How many McKesson (MCK) shares does Michele Lau own after these transactions?

After the reported 02/09/2026 transactions, Michele Lau directly holds 6,275 shares of McKesson common stock. She also has indirect beneficial ownership of 138.6243 additional shares through the McKesson Corporation 401(k) Retirement Savings Plan, according to the Form 4 disclosure.

What do the F-coded transactions mean in the McKesson (MCK) Form 4?

The F-coded transactions represent shares withheld to pay taxes on RSU vesting. Specifically, 1,421 and 299 McKesson common shares were disposed of at $962.32 per share, with footnotes clarifying these dispositions covered applicable tax obligations rather than discretionary stock sales.

How are the RSUs described in Michele Lau’s McKesson (MCK) Form 4 vesting schedule?

One RSU grant vested 50% on 02/09/2025 and 50% on 02/09/2026. Another vested one-third on 02/09/2025 and one-third on 02/09/2026, with the remaining one-third scheduled to vest on 02/09/2027, as detailed in the Form 4 footnotes.