Lau Michele 4

What Happened
Michele Lau, Executive Vice President and Chief Legal Officer of McKesson Corp (MCK), had performance stock units (PSUs) settle on May 19, 2026. The settlement resulted in 4,454 shares credited to her account. To cover tax obligations on that settlement, 1,753 shares were withheld (disposed) at an effective withholding value of $761.89 per share, totaling $1,335,593. In addition, Lau was granted 1,969 restricted stock units (RSUs) on the same date that will vest over three years.

Key Details

• Transaction date: May 19, 2026; Form 4 filed May 21, 2026 (filed within two business days).
• PSU settlement: 4,454 shares acquired (code A); no cash purchase price.
• Tax withholding: 1,753 shares withheld (code F) at $761.89/share for $1,335,593 to satisfy tax liabilities (footnote F2). This is a withholding, not an open-market sale.
• RSU grant: 1,969 shares reported as derivative awards (code A, derivative); vesting schedule: 1/3 on 6/01/2027, 1/3 on 6/01/2028 and 1/3 on 6/01/2029 (footnote F3).
• Net delivered from the PSU settlement (4,454 − 1,753): 2,701 shares retained after withholding (implied by the filing).
• Footnotes: F1 = PSU settlement upon attainment of performance goals; F2 = withholding to cover taxes; F3 = RSU vesting schedule.
• Shares owned after transaction: not specified in the provided filing details.

Context
This filing records a routine equity compensation settlement and associated tax withholding. The withholding disposition is standard practice when PSUs vest and does not necessarily reflect a voluntary open-market sale or change in sentiment. The newly granted RSUs are time-vesting awards, so they do not represent immediately tradeable shares until their respective vest dates.