[144] Cardinal Health, Inc. SEC Filing

Rhea-AI Filing Summary

Cardinal Health (CAH) filed a Form 144 notifying a proposed sale of 143,606 common shares through Merrill on the NYSE, with an aggregate market value of $21,400,000 and an approximate sale date of 08/19/2025. The shares represent recently vested awards acquired on 08/15/2025 from Cardinal Health: 136,478 shares from performance stock vesting and 7,128 from restricted stock vesting. The filing reports 238,793,647 shares outstanding and indicates no securities sold by the filer in the past three months. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Transaction arises from equity vesting, indicating the sale is tied to compensation rather than an unsolicited disposition
• No reported sales in the prior three months, simplifying Rule 144 aggregation and compliance

Negative

• Proposed sale value is $21.4 million, which is a material-sized insider sale that investors may note
• Sale scheduled soon after vesting (vesting 08/15/2025, sale 08/19/2025), offering limited delay between acquisition and disposition

Insights

Securities Analyst

TL;DR: Insider proposes a sizable sale of newly vested equity: 143,606 shares worth $21.4M, scheduled for 08/19/2025.

The filing documents a routine Rule 144 notice for shares that vested on 08/15/2025, split between performance and restricted stock. Because the shares were acquired through standard equity compensation and no prior sales were reported in the past three months, this appears as planned liquidity rather than an emergency disposition. The broker and exchange are identified, and the shares represent roughly 0.06% of outstanding common stock, implying limited dilution or market impact at the company level.

Corporate Governance Expert

TL;DR: Vesting-driven sale flagged; procedural disclosure satisfies Rule 144 requirements and includes the customary material-information certification.

The submission shows compliance with disclosure protocols: acquisition dates, nature of acquisition (performance and restricted stock vesting), and the seller's representation about material nonpublic information. The timing—vesting on 08/15/2025 with a proposed sale on 08/19/2025—suggests a near-term liquidity event tied to compensation schedules rather than a governance dispute or abrupt insider exit. Documentation of no sales in the prior three months simplifies aggregation and compliance review.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill 8890 Lyra Dr 5th Flr Columbus OH 43240	143606	21400000.00	238793647	08/19/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/15/2025	Performance stock vest	Cardinal Health			136478	08/15/2025	NA
Common	08/15/2025	Restricted stock vest	Cardinal Health			7128	08/15/2025	NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Cardinal Health's (CAH) Form 144 disclose?

The Form 144 notifies a proposed sale of 143,606 common shares via Merrill on the NYSE with an aggregate market value of $21,400,000, approximate sale date 08/19/2025.

Why were the CAH shares being sold?

The filing shows the shares were acquired on 08/15/2025 from performance stock vesting (136,478) and restricted stock vesting (7,128), indicating the sale follows equity award vesting.

Does the filer report recent sales of CAH stock?

The Form 144 states Nothing to Report for securities sold during the past three months by the person for whose account the securities are to be sold.

What representation does the filer make about material information?

The filer certifies they do not know any material adverse information

Through which broker and exchange will the CAH shares be sold?

The broker listed is Merrill (address provided) and the sale is planned on the NYSE.