Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information about security ownership of certain beneficial owners and management is incorporated by reference from the discussion under the heading “Principal Shareholders” in the Proxy Statement.

Table of Contents

McKESSON CORPORATION

The following table sets forth information as of March 31, 2024 with respect to the plans under which the Company’s common stock is authorized for issuance:


Plan Category (In millions, except per share amounts)	Number of securities to be issued upon exercise of outstanding options, warrants, and rights	Weighted-average exercise price of outstanding options, warrants, and rights (1)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders	3.4 (2)	$	145.78	7.9 (3)
Equity compensation plans not approved by security holders	—	$	—	—

(1)The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit awards since recipients are not required to pay an exercise price to receive the shares subject to these awards.

(2)Represents option and restricted stock unit awards outstanding under the following plans: (i) 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan; (ii) the 2005 Stock Plan; (iii) the 2013 Stock Plan; and (iv) the 2022 Stock Plan. This amount also includes 2.1 million shares reserved for the potential of maximum payouts of outstanding performance stock units previously granted under the 2013 Stock Plan.

(3)Represents 3.4 million shares available for purchase under the 2000 Employee Stock Purchase Plan and 4.5 million shares available for grant under the 2022 Stock Plan.

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