CAH Chief Legal Officer Receives 49,994 Performance Share Units

Rhea-AI Filing Summary

Jessica L. Mayer, Chief Legal/Compliance Officer of Cardinal Health (CAH), reported an acquisition of equity tied to performance awards. The Form 4 shows a transaction dated 08/12/2025 in which 49,994 common-share equivalents were recorded as acquired; the filing explains these are performance share units that will settle on 08/15/2025. The reported price is $0, consistent with a compensatory grant rather than a market purchase. After the reported transaction, Ms. Mayer's beneficial ownership is listed as 105,104 common shares.

This disclosure documents an executive equity grant converting to common shares on settlement and updates insider holdings for regulatory transparency. Table II contains no derivative transactions; the entry is limited to the performance-share settlement described in the explanation.

Positive

• Recorded equity award: Acquisition of 49,994 performance share units is documented in the Form 4
• Updated beneficial ownership: Beneficial ownership increased to 105,104 common shares following the reported transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Chief Legal Officer recorded a 49,994-unit performance award, raising beneficial ownership to 105,104 shares; appears to be a compensatory PSU settlement.

The transaction is reported as an acquisition of 49,994 common-share equivalents on 08/12/2025 that will settle as performance share units on 08/15/2025, with a reported price of $0. This is a routine executive equity award rather than an open-market purchase, and it increases disclosed insider holdings to 105,104 shares. Without data on outstanding shares or recent transactions, the market impact is indeterminate; the disclosure primarily serves governance and compensation transparency purposes.

Corporate Governance Expert

TL;DR: Reported grant is a performance-share settlement for an officer; disclosure aligns with Section 16 reporting requirements and updates insider ownership.

The Form 4 identifies Jessica L. Mayer as the reporting person and Chief Legal/Compliance Officer of Cardinal Health. It records an acquisition of 49,994 performance share units that will settle on 08/15/2025 and reports post-transaction beneficial ownership of 105,104 shares. The filing contains no derivative transactions. This is a standard disclosure of compensatory equity; its governance relevance lies in documenting executive ownership levels, not in signaling a market trade.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mayer Jessica L

(Last) (First) (Middle)

7000 CARDINAL PLACE

(Street)

DUBLIN OH 43017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [ CAH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal/Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	08/12/2025		A(1)		49,994	A	$0	105,104	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects performance share units that will settle on August 15, 2025.

Remarks:

	/s/ James E. Barnett, Attorney-in-fact	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Jessica L. Mayer report for Cardinal Health (CAH)?

She reported an acquisition of 49,994 common-share equivalents recorded as performance share units on 08/12/2025.

What type of award is reflected in the Form 4 for CAH?

The filing states these are performance share units that will settle on 08/15/2025.

How many Cardinal Health shares does Ms. Mayer beneficially own after this transaction?

The Form 4 reports 105,104 common shares beneficially owned following the reported transaction.

Was a cash purchase involved and what price was reported?

The reported price is $0, indicating a compensatory grant rather than a market purchase.

Did the Form 4 report any derivative transactions for Jessica Mayer?

No. Table II contains no derivative transactions; the filing only documents the performance-share settlement described in the explanation.