[8-K] Cardinal Health, Inc. Reports Material Event

Rhea-AI Filing Summary

Cardinal Health, Inc. disclosed that it has issued a news release reporting results for the quarter and fiscal year ended June 30, 2025. The company has scheduled a management webcast where the CEO and CFO will discuss those results and provide commentary on the outlook for the fiscal year ending June 30, 2026. The slide presentation and an audio replay will be available on the company’s Investors page.

The filing also reports that The Specialty Alliance, Cardinal Health’s multi-specialty management services organization, has entered into a definitive agreement to acquire Solaris Health. The two news releases are furnished as exhibits to the report.

Positive

• Public disclosure of quarter and fiscal-year results provides transparency to investors
• Management webcast with CEO and CFO offers direct commentary on results and fiscal 2026 outlook
• Definitive agreement announced for The Specialty Alliance to acquire Solaris Health, signaling strategic activity
• Exhibits furnished (news releases) enable investors to access official company communications

Negative

• None.

Insights

Financial Analyst

TL;DR: Company furnished its quarterly and year-end results, will host management commentary, and disclosed a definitive M&A agreement.

The 8-K confirms public release of quarter and fiscal-year results for the period ending June 30, 2025 and a management webcast addressing results plus outlook for fiscal 2026. Because the filing references news releases rather than embedding financial tables or metrics, investors must review the exhibits or webcast for quantitative detail. The combination of an earnings release, management commentary and an announced acquisition is typically material; it creates multiple near-term information events that can affect investor sentiment once the numeric results and terms of the acquisition are reviewed.

M&A Specialist

TL;DR: The Specialty Alliance’s definitive agreement to acquire Solaris Health is a material corporate-development disclosure.

The filing states that The Specialty Alliance has entered into a definitive agreement to acquire Solaris Health and that a news release describing the transaction is furnished as an exhibit. A definitive agreement filing is a material milestone because it moves a transaction from exploratory to committed status. Absent transaction economics or expected closing timing in the 8-K, stakeholders should consult the referenced news release and subsequent filings for purchase price, structure, approvals and potential financial impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

Cardinal Health, Inc.

(Exact name of registrant as specified in its charter)

Ohio

1-11373

31-0958666

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7000 Cardinal Place, Dublin, Ohio 43017

(614) 757-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common shares (without par value)			CAH			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   p

Item 2.02: Results of Operations and Financial Condition

On August 12, 2025, Cardinal Health, Inc. (the "Company") issued a news release announcing its results for the quarter and fiscal year ended June 30, 2025. A copy of the news release is included as Exhibit 99.1 to this report.

Item 7.01: Regulation FD Disclosure

During a webcast scheduled to be held at 8:30 a.m. Eastern time on August 12, 2025, the Company's Chief Executive Officer and Chief Financial Officer will discuss the Company's results for the quarter and fiscal year ended June 30, 2025 and outlook for the fiscal year ending June 30, 2026. The slide presentation for the webcast will be available on the Investors page at ir.cardinalhealth.com. An audio replay of the webcast also will be available on the Investors page at ir.cardinalhealth.com.

The Company also issued a news release on August 12, 2025, announcing that its multi-specialty management services organization, The Specialty Alliance, has entered into a definitive agreement to acquire Solaris Health. This news release is being furnished as Exhibit 99.2 to this Form 8-K.

Item 9.01: Financial Statements and Exhibits

(d) Exhibits

Exhibit Number			Exhibit Description
99.1			News release issued by the Company on August 12, 2025 announcing fourth-quarter and year-end results.
99.2			News release issued by the Company on August 12, 2025 announcing the entry into an agreement to acquire of Solaris Health

2

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cardinal Health, Inc.

(Registrant)

Date:

August 12, 2025

By:

/s/ AARON E. ALT

Aaron E. Alt

Chief Financial Officer

3

FAQ

What results did Cardinal Health (CAH) disclose in this filing?

The company announced it issued a news release reporting results for the quarter and fiscal year ended June 30, 2025.

Will Cardinal Health management discuss the results live?

Yes. The CEO and CFO will discuss the results and the outlook for the fiscal year ending June 30, 2026 during a webcast; slides and an audio replay are available on the Investors page.

What acquisition was disclosed in the 8-K for CAH?

The Specialty Alliance entered into a definitive agreement to acquire Solaris Health, and a news release about the transaction is included as an exhibit.

Where can investors find the detailed results and transaction information?

The filing furnishes two news releases as exhibits (one with quarterly and year-end results and one announcing the Solaris Health agreement); investors should review those exhibits and the webcast materials on the company’s Investors page.

Does the 8-K include financial tables or transaction economics?

No. The 8-K references news releases and a webcast but does not itself include detailed financial tables or purchase-price terms; those details should be sought in the referenced exhibits.