Cardinal Health (CAH) Raises $1B with 2030 and 2035 Note Offerings

Rhea-AI Filing Summary

Cardinal Health, Inc. announced the sale of $1.0 billion of senior notes: $600,000,000 of 4.500% Notes due 2030 and $400,000,000 of 5.150% Notes due 2035, under an effective Form S-3ASR registration statement. The offering was made through an underwriting agreement dated August 13, 2025, with Goldman Sachs & Co. LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC serving as representatives of the underwriters. The disclosure references the registration statement number and notes that the cover page interactive data file is embedded in the Inline XBRL document. The Form 8-K is signed by Aaron E. Alt, Chief Financial Officer, and dated August 14, 2025.

Positive

• $1.0 billion of capital raised via notes provides material additional liquidity on the balance sheet
• Two-maturity structure (2030 and 2035) secures long-term fixed-rate financing and staggers maturities
• Underwritten by major banks (Goldman Sachs, BofA, Wells Fargo), indicating broad distribution and market access

Negative

• Filing does not disclose use of proceeds, preventing assessment of whether debt funds growth, refinancing, or operations
• No information provided on credit ratings or projected impact on leverage ratios
• Details on optional redemption, covenants, or final settlement net proceeds are not included

Insights

Financial Analyst

TL;DR: Cardinal Health issued $1.0 billion of fixed-rate notes across 2030 and 2035 maturities to raise long-term financing.

The company sold $600 million of 4.50% notes due 2030 and $400 million of 5.15% notes due 2035 under an effective S-3ASR registration. This transaction increases Cardinal Health's long-term debt by $1.0 billion and secures fixed-rate funding across two maturities, which can be used for general corporate purposes, refinancing, or liquidity needs (the filing does not specify the use of proceeds). The underwriting was led by major investment banks, indicating standard market distribution. The filing provides basic transactional facts but does not include pricing yields beyond coupon, use-of-proceeds details, covenant specifics, or ratings impact.

Debt Markets Specialist

TL;DR: A two-tranche bond issuance totaling $1.0 billion at fixed coupons suggests active access to the capital markets.

The issuance splits into 2030 and 2035 maturities with coupons of 4.50% and 5.15%, respectively, reflecting term premium for the longer tranche. The underwriting agreement dated August 13, 2025 and placement under an effective Form S-3ASR are standard procedural disclosures. The document does not disclose final net proceeds, expected settlement date, credit ratings, or any optional redemption terms, limiting assessment of refinancing impact and cost of capital changes.

CARDINAL HEALTH INC false 0000721371 0000721371 2025-08-13 2025-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 13, 2025

Cardinal Health, Inc.

(Exact Name of Registrant as Specified in 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

(Address of Principal Executive Offices) (Zip Code)

(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 Instruction 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. ☐

ITEM 8.01 Other Events.

On August 13, 2025, Cardinal Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, for the sale by the Company of $600,000,000 aggregate principal amount of its 4.500% Notes due 2030 and $400,000,000 aggregate principal amount of its 5.150% Notes due 2035. The offering was made pursuant to the Company’s effective registration statement on Form S-3ASR (Registration Statement No. 333-289513) previously filed with the Securities and Exchange Commission.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to full text of the Underwriting Agreement.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number.		Description
1.1		Underwriting Agreement, dated as of August 13, 2025, among Cardinal Health, Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date: August 14, 2025				By:		/s/ Aaron E. Alt
				Name:		Aaron E. Alt
				Title:		Chief Financial Officer

FAQ

What notes did Cardinal Health (CAH) issue in this filing?

The company sold $600,000,000 of 4.500% Notes due 2030 and $400,000,000 of 5.150% Notes due 2035.

How much total capital did CAH raise with these notes?

$1,000,000,000 in aggregate principal amount.

Who were the lead underwriters for Cardinal Health's offering?

The underwriting representatives were Goldman Sachs & Co. LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC.

Under what registration statement was the offering made?

The offering was made pursuant to the company’s effective registration statement on Form S-3ASR (Registration No. 333-289513).

When was the underwriting agreement dated and who signed the 8-K?

The underwriting agreement is dated August 13, 2025, and the Form 8-K is signed by Aaron E. Alt, Chief Financial Officer, dated August 14, 2025.