McKesson Corporation

Item 5.02 Departure of Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Retirement of Principal Financial Officer On March 3, 2026, Britt J. Vitalone, the company’s Executive Vice President and Chief Financial Officer, gave notice of his intention to retire from that role. Mr. Vitalone’s last day as our CFO will be May 28, 2026, and he will remain an employee through July 1, 2026. Mr. Vitalone thereafter will serve as a non-employee advisor to the company as described below under the heading Advisory Arrangement. Appointment of Principal Financial Officer On March 4, 2026, Kenny K. Cheung was appointed as the company’s Executive Vice President and Chief Financial Officer, effective as of May 29, 2026, for the term of office provided by Article IV of the company’s By-Laws. Mr. Cheung, age 44, most recently was employed by Sysco Corporation. As Executive Vice President and Chief Financial Officer there since 2023, he was responsible for financial planning & analysis (FP&A), accounting, audit, tax and corporate finance. Mr. Cheung was employed by The Hertz Corporation from 2018 to 2023. He served as Chief Financial Officer from 2020 to 2023, where he led the Global Finance organization, overseeing accounting, FP&A, tax, investor relations, internal audit, and treasury. During his tenure, he also played a key leadership role in guiding the company through its Chapter 11 restructuring. From 2018 to 2019, he held several senior finance leadership positions, including Senior Vice President of Global FP&A and CFO of Hertz North America. Earlier in his career, Mr. Cheung was employed by Nielsen Holdings in operational and finance leadership positions while gaining international experience overseas for more than five years. He began his career at General Electric, where he completed the Financial Management Program, supporting the supply chain and operations divisions as well as FP&A. Compensation of Principal Financial Officer In connection with his appointment, Mr. Cheung will receive the following one-time sign‑on awards: a $3,500,000 sign‑on bonus, subject to prorated repayment if his employment terminates prior to the second anniversary of his hire date, except in specified circumstances, and sign‑on restricted stock units to be granted under the company’s 2022 Stock Plan (the “Stock Plan”) with a grant date value of $6,000,000. Separately, as part of his ongoing compensation package, Mr. Cheung will receive an annual base salary of $1,050,000 and will be eligible to participate in the company’s Management Incentive Plan with a target annual bonus opportunity equal to 125% of his eligible earnings for the applicable performance period. The company will also grant Mr. Cheung equity awards under the Stock Plan consisting of (i) performance stock units for the fiscal years 2027 - 2029 performance period with a grant date value of $3,450,000 and (ii) restricted stock units with a grant date value of $2,300,000. The restricted stock unit awards will each vest in three equal annual installments beginning on the vesting commencement date specified in the applicable award agreement. The number of units subject to each equity award will be determined in accordance with the company’s equity grant policy. For more information about the Company’s executive compensation program, please refer to the company's proxy statement that was filed with the Securities and Exchange Commission on June 20, 2025. Advisory Arrangement In connection with his retirement as CFO, the company entered into an Advisor Agreement with Mr. Vitalone, effective as of July 2, 2026. Under the Advisor Agreement, Mr. Vitalone will provide advisory services to the company as an independent contractor. As compensation for these services, the company will pay Mr. Vitalone a monthly advisory fee of $50,000. Other than the advisory fee and reimbursement of reasonable expenses, Mr. Vitalone will not be entitled to any additional compensation or employee benefits under the Advisor Agreement. The foregoing description of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the Advisor Agreement filed as an exhibit to this report.