A Dark Vector Cognition product

Item 5. Other Information.

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Item 5. Other Information.

On November 7, 2024, the Company entered into an amendment (the “Amendment”) to its Credit Agreement, dated November 7, 2022, among the Company, as borrower, the lenders party thereto, the letter of credit issuers party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto (the “Existing Credit Agreement”, as amended by the Amendment, the “Amended Credit Agreement”).

The Amendment, among other things, (1) extends the maturity date of the revolving credit facility provided for in the Credit Agreement from November 7, 2028 to November 7, 2029, (2) changes the applicable benchmark with respect to Loans denominated in Canadian Dollars from CDOR to the Term CORRA and (3) reduces the SOFR Adjustment to 0% for Loans bearing interest by reference to SOFR with a one-month tenor. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Amended Credit Agreement. A copy of the Amendment is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

Pre-arranged Trading Plans

The following discussion includes trading arrangements adopted, modified, or terminated by our directors and officers during the three months ended September 30, 2024.

On August 17, 2024, Thomas Rodgers, our Executive Vice President and Chief Strategy and Business Development Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 4,080 shares of the Company’s common stock. The duration of the trading arrangement is until August 18, 2025, or earlier if all transactions under the trading arrangement are completed or if the trading arrangement is otherwise terminated according to its terms. The trading arrangement was entered into during an open trading window period and Mr. Rodgers represented to us that he intended for it to satisfy the requirements for the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The number of shares subject to the arrangement includes shares that may be withheld by the Company to satisfy income tax withholding and remittance obligations in connection with the net settlement of equity awards.

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McKESSON CORPORATION

On September 9, 2024, LeAnn Smith, our Executive Vice President and Chief Human Resources Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 3,592 shares of the Company’s common stock. The duration of the trading arrangement is until September 9, 2025, or earlier if all transactions under the trading arrangement are completed or if the trading arrangement is otherwise terminated according to its terms. The trading arrangement was entered into during an open trading window period and Ms. Smith represented to us that she intended for it to satisfy the requirements for the affirmative defense of Rule 10b5-1(c) of the Exchange Act. The number of shares subject to the arrangement includes shares that may be withheld by the Company to satisfy income tax withholding and remittance obligations in connection with the net settlement of equity awards.

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McKESSON CORPORATION

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