CAH Insider Report: RSU Grant, Tax Withholding, and 41,575-Share Sale by CEO

Rhea-AI Filing Summary

Mason Stephen M, an officer (CEO, GMPD Segment) of Cardinal Health, Inc. (CAH), reported multiple transactions in the companys common stock on 08/15/2025 and 08/19/2025. On 08/15/2025 he received a grant of 8,957 restricted stock units (RSUs) that vest in three equal annual installments beginning 08/15/2026, increasing his beneficial holdings to 98,471 shares. Also on 08/15/2025, 30,811 shares were withheld to satisfy tax obligations related to vesting, reducing holdings to 67,660 shares. On 08/19/2025 he sold a total of 41,575 shares in multiple transactions at weighted average prices of about $147.87, $148.83, and $149.39, resulting in 26,085 shares beneficially owned after the reported sales. The Form 4 discloses price ranges and notes weighted-average pricing for those sales.

Positive

• 8,957 RSUs granted with a clear vesting schedule over three years, which is explicit retention-linked compensation
• Detailed disclosure including weighted-average price ranges and an offer to provide full transaction-level pricing enhances transparency

Negative

• 30,811 shares withheld for taxes and 41,575 shares sold, reducing beneficial ownership from 98,471 to 26,085 shares
• Substantial net reduction in insider holdings during the reported period (net decrease of 72,386 shares from the peak reported on this form)

Insights

Financial Analyst

TL;DR: Officer received RSUs then substantially reduced shareholdings via tax-withholding and sales, leaving ~26k shares.

The filing shows a routine equity compensation and subsequent liquidity events. The grant of 8,957 RSUs is a standard long-term compensation element that vests over three years, while the withholding of 30,811 shares to meet tax obligations is consistent with vesting activity. The 08/19/2025 sales totaling 41,575 shares were executed across multiple price points, with weighted averages reported near $148$149, indicating orderly disposals rather than a single block trade. For an investor assessing insider alignment, the net decline from 98,471 to 26,085 shares is noteworthy; however this document alone does not provide context on percentage ownership or timing relative to company events.

Corporate Governance Expert

TL;DR: Transactions reflect compensation settlement and subsequent share disposition; signatures and footnotes provide required disclosure clarity.

The Form 4 appropriately discloses the grant, tax-withholding, and sales with explanatory footnotes including vesting schedule and weighted-average price ranges. The presence of an attorney-in-fact signature indicates proper execution. The disclosure that withholding covered both RSUs and performance share units is explicit, and the filer offers to provide transaction-level pricing details if requested by investors or regulators, which enhances transparency. No amendments or other governance concerns are evident from the filing text provided.

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)
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)		8,957	A	$0	98,471	D
Common Shares	08/15/2025		F(2)		30,811	D	$150.22(3)	67,660	D
Common Shares	08/19/2025		S		2,997	D	$147.87(4)	64,663	D
Common Shares	08/19/2025		S		34,411	D	$148.83(5)	30,252	D
Common Shares	08/19/2025		S		4,167	D	$149.39(6)	26,085	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 14,157 RSUs and 54,537 performance share units.

3. Reflects closing price on prior business day.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.30 to $148.29, inclusive. The reporting person undertakes to provide to Cardinal Health, Inc., any security holder of Cardinal Health, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 4, 5, and 6 to this Form 4.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.30 to $149.29, inclusive.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.30 to $149.58, inclusive.

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.
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FAQ

What insider transactions did Mason Stephen M report for CAH on this Form 4?

The Form 4 reports a grant of 8,957 RSUs on 08/15/2025, withholding of 30,811 shares for taxes, and sales of 2,997, 34,411, and 4,167 shares on 08/19/2025.

How many CAH shares did Mason own after these transactions?

Following the transactions reported on this Form 4, Mason beneficially owned 26,085 shares.

What prices were reported for the sales on 08/19/2025?

The Form 4 shows weighted-average prices of $147.87, $148.83, and $149.39, with footnotes disclosing price ranges for each weighted average.

When do the granted RSUs vest?

The 8,957 RSUs vest in three equal annual installments beginning on 08/15/2026.

Did the filing disclose why shares were withheld?

Yes. The filing states 30,811 shares were withheld to satisfy tax withholding obligations related to the vesting of RSUs and performance share units.