Smith LeAnn B 4

What Happened

• LeAnn B. Smith, EVP & Chief HR Officer of McKesson (MCK), had restricted stock units (RSUs) vest on February 10, 2026. A total of 508 RSUs converted into shares at $0 exercise price, and 129 of those shares were withheld to cover tax withholding (reported as a disposition) at $935.21 per share for $120,642. After withholding, she received a net 379 shares (508 − 129), worth roughly $354,445 at the reported $935.21 per-share price.
• This was a vesting/tax-withholding event (award conversion), not an open-market purchase or sale — a routine compensation/vesting transaction rather than a directional trade.

Key Details

• Transaction date: 2026-02-10; filing date: 2026-02-12 (timely Form 4 filing).
• Reported entries: M (exercise/conversion of derivative) — 508 shares converted; F (tax withholding) — 129 shares withheld at $935.21/share = $120,642.
• Net shares delivered to insider: 379 shares (estimated value ≈ $354,445 at $935.21).
• Footnote: These RSUs vested in thirds — 1/3 on 2/10/2024, 1/3 on 2/10/2025 and 1/3 on 2/10/2026 (F1).
• Filing does not indicate a 10b5-1 plan or an open-market sale; the F code indicates shares were withheld to satisfy tax obligations (common practice).

Context

• M-code transactions here reflect conversion/exercise of a derivative award (RSUs) into shares on vesting. The F-code indicates shares were surrendered/withheld to cover taxes (a cashless withholding), not an outright sale into the market.
• Such vesting and withholding events are routine compensation-related transactions and do not necessarily signal insider sentiment about the company’s stock price.