CAH insider report: Deborah Weitzman granted RSUs, shares withheld at $150.22

Rhea-AI Filing Summary

Deborah Weitzman, an officer (CEO, PSS Segment) of Cardinal Health, reported two transactions on 08/15/2025. She was granted 10,694 restricted share units (RSUs) that vest in three equal annual installments beginning 08/15/2026, increasing her beneficial ownership to 98,923 common shares. Separately, 24,128 shares were withheld to satisfy tax obligations related to the vesting of 14,966 RSUs and 39,100 performance share units, executed at a prior-business-day closing price of $150.22, leaving beneficial ownership of 74,795 common shares. The form is signed by an attorney-in-fact on 08/19/2025.

Positive

• Grant of 10,694 RSUs aligns executive pay with future performance and retention, vesting in three equal annual installments beginning 08/15/2026
• Transparent reporting of tax-withholding and resulting beneficial ownership provides clear disclosure to investors

Negative

• 24,128 shares withheld to satisfy taxes reduced the reporting person's net holdings to 74,795 shares, which may modestly lower her reported stake
• Withholding executed at $150.22 realized value for a portion of equity compensation rather than allowing full long-term holding

Insights

Financial Analyst

TL;DR: Officer received time‑based RSUs while shares were withheld to cover taxes, a routine compensation transaction with limited immediate market impact.

The grant of 10,694 RSUs aligns executive compensation with future service through three annual vesting tranches starting 08/15/2026, which supports retention without immediate dilution because RSUs are not exercised now. The withholding of 24,128 shares to cover taxes reduced her net holding to 74,795 shares; the withholding price is recorded at $150.22. These are standard equity‑compensation mechanics and, absent larger patterns, are not material to Cardinal Health's capital structure.

Corporate Governance Expert

TL;DR: Compensation-related RSU grant and tax-withholding are routine disclosures reflecting board/executive pay practices.

The disclosure identifies Deborah Weitzman as an officer (CEO, PSS Segment) and documents both a time‑based RSU award and share withholding for vested RSUs and performance share units. The RSU vesting schedule (three equal annual installments from 08/15/2026) is explicit, and the report records tax‑withholding executed 08/15/2025 at the prior close of $150.22. This Form 4 provides transparent, expected reporting of insider compensation events.

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
Estimated average burden
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^*

WEITZMAN DEBORAH

(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)
	CEO, PSS Segment

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A(1)		10,694	A	$0	98,923	D
Common Shares	08/15/2025		F(2)		24,128	D	$150.22(3)	74,795	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. Grant of restricted share units ("RSUs") that vest in three equal annual installments beginning on August 15, 2026.

2. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 14,966 RSUs and 39,100 performance share units.

3. Reflects closing price on prior business day.

Remarks:

	/s/ James E. Barnett, Attorney-in-fact	08/19/2025
	** 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 insider transactions did Deborah Weitzman (CAH) report on 08/15/2025?

She reported a grant of 10,694 RSUs and the withholding of 24,128 shares to satisfy taxes related to vested RSUs and performance share units.

How many Cardinal Health (CAH) shares does Deborah Weitzman beneficially own after the transactions?

The Form 4 reports two post-transaction ownership figures; 98,923 shares after the RSU grant and 74,795 shares after tax-withholding transactions.

What price was used for the share withholding on the Form 4?

The withholding transactions reference the prior-business-day closing price of $150.22.

When do the newly granted RSUs begin to vest?

The 10,694 restricted share units vest in three equal annual installments beginning on 08/15/2026.

Who signed the Form 4 and when was it filed?

The form shows a signature by James E. Barnett, Attorney-in-fact dated 08/19/2025.