Lau Michele 4

What Happened

• Michele Lau, EVP and Chief Legal Officer of McKesson Corp., had restricted stock units (RSUs) vest on February 9, 2026. The filing shows conversion/exercise of RSU derivatives for 3,990 and 758 shares (total 4,748 shares acquired at $0.00 on the Form 4).
• To cover tax obligations, 1,421 shares and 299 shares (total 1,720 shares) were withheld/disposed under tax withholding (code F) at $962.32 per share, producing proceeds of $1,367,457 and $287,734 respectively (combined ≈ $1,655,191).
• The remaining converted shares were issued to Lau; the transactions reflect RSU vesting and cashless withholding rather than an open-market sale.

Key Details

• Transaction date: February 9, 2026. Filing date (Form 4): February 11, 2026 (filed within the standard 2-business-day window).
• Price used for withholding: $962.32 per share. Withheld/disposed shares: 1,720; proceeds ≈ $1,655,191.
• Shares converted/acquired on vesting: 4,748 (3,990 + 758). The Form shows both acquisition (M) and withholding/disposition (F) entries.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes: F1 = withholding of shares to cover taxes on RSU vesting; F2/F3 = vesting schedule details (some RSUs vested 50% on 2/9/2025 and 50% on 2/9/2026; others vest 1/3 on 2/9/2025, 1/3 on 2/9/2026, and 1/3 on 2/9/2027).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (share withholding).

Context

• This appears to be a routine RSU vesting event with cashless share withholding to satisfy tax obligations, not an open-market sale intended to raise additional cash or signal a view on the company. Derivative conversion entries at $0.00 reflect issuance of shares from vested RSUs; withheld shares are standard for tax withholding.