Cardinal Health (CAH) GMPD CEO reports 595 shares withheld for RSU taxes

Rhea-AI Filing Summary

Cardinal Health Inc. executive reports routine share withholding for taxes. The CEO of the GMPD segment filed a Form 4 reporting that on 12/01/2025, 595 Cardinal Health common shares were withheld at a price of $212.26 per share to cover tax obligations related to restricted share units. After this transaction, the reporting person beneficially owned 25,490 common shares directly. The filing notes that this was a non-open-market transaction classified under code "F," meaning it reflects shares withheld by the company rather than a discretionary sale in the market.

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

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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^*

Mason Stephen M

(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, GMPD Segment

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F(1)		595	D	$212.26(2)	25,490	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. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with restricted share units.

2. Price is closing share price on prior business day.

Remarks:

	/s/ James E. Barnett, Attorney-in-fact	12/02/2025
	** 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 transaction did Cardinal Health (CAH) disclose in this Form 4?

The CEO of Cardinal Health's GMPD segment reported that 595 common shares were withheld on 12/01/2025 to satisfy tax withholding obligations tied to restricted share units.

Was the Cardinal Health (CAH) Form 4 transaction an open-market sale?

No. The transaction is coded "F," indicating shares were withheld by the company to cover taxes on equity awards, not sold in an open market trade.

At what price were the Cardinal Health (CAH) shares valued for the tax withholding?

The 595 withheld shares were valued at $212.26 per share, which the filing states was the closing share price on the prior business day.

How many Cardinal Health (CAH) shares does the reporting person own after this transaction?

Following the tax withholding transaction, the reporting person directly beneficially owned 25,490 shares of Cardinal Health common stock.

Who is the reporting person in this Cardinal Health (CAH) Form 4?

The reporting person is an officer of Cardinal Health, serving as CEO of the GMPD segment, and is required to report changes in beneficial ownership of company stock.

Why were Cardinal Health (CAH) shares withheld instead of paying cash for taxes?

The filing explains that the 595 shares represent withholding to satisfy tax obligations in connection with restricted share units, a common method for handling taxes on stock-based compensation.