CAH insider filing: 9,358 RSUs granted; insider ownership cut to 48,457

Rhea-AI Filing Summary

Jessica L. Mayer, Chief Legal/Compliance Officer of Cardinal Health, reported multiple equity transactions in Form 4. On 08/15/2025 she was granted 9,358 restricted share units (RSUs) that vest in three equal annual installments beginning 08/15/2026. Also on 08/15/2025 a disposition of 27,927 shares occurred to satisfy tax withholding related to the vesting of 12,969 RSUs and 49,994 performance share units, at an effective price of $150.22 (closing price on prior business day). On 08/19/2025 she sold shares in multiple transactions: 4,345 at a weighted average $148.08, 33,333 at $148.91, and 400 at $149.52. Her reported beneficial ownership decreased from 114,462 shares following the RSU grant to 48,457 shares after the reported sales and withholding.

Positive

• Grant of 9,358 RSUs with a clear vesting schedule (three equal annual installments beginning 08/15/2026)
• Tax withholding for vested awards executed (27,927 shares withheld) indicating standard compensation settlement

Negative

• Significant decrease in reported beneficial ownership from 114,462 shares to 48,457 shares after reported transactions
• Substantial open-market sales on 08/19/2025 totaling 38,078 shares at weighted-average prices between $148.08 and $149.52

Insights

Corporate Governance Expert

TL;DR: Insider received new RSUs while materially reducing reported shareholdings via tax withholding and open-market sales.

The Form 4 shows a standard executive equity award (9,358 RSUs) with a multi-year vesting schedule, paired with share dispositions primarily for tax withholding and open-market sales. The withholding of 27,927 shares to satisfy tax obligations is routine following vesting events. The subsequent sales on 08/19/2025, totaling 38,078 shares sold across multiple trades at weighted average prices between $148.08 and $149.52, materially reduced the officer's reported beneficial ownership to 48,457 shares. From a governance perspective, this is consistent with compensation monetization and tax management rather than an explicit governance red flag, but the sizable decline in holdings is noteworthy for stakeholders tracking insider alignment with shareholders.

Securities Analyst

TL;DR: Transactions combine standard equity compensation receipt with significant disposals that lower insider stake substantially.

The grant of 9,358 RSUs increases future compensation-linked upside under a three-year vesting schedule. However, the Form 4 documents a net reduction in current economic exposure: a 27,927-share disposition for tax withholding tied to vested RSUs and PSUs, and aggregate open-market sales of 38,078 shares on 08/19/2025 at weighted-average prices reported between $148.08 and $149.52. Reported beneficial ownership fell from 114,462 to 48,457 shares. For analysts, these transactions are material insofar as they change insider ownership metrics used in governance and ownership analyses, but they reflect compensation settlement and liquidity actions rather than firm-operating developments.

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^*

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)
08/15/2025

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)		9,358	A	$0	114,462	D
Common Shares	08/15/2025		F(2)		27,927	D	$150.22(3)	86,535	D
Common Shares	08/19/2025		S		4,345	D	$148.08(4)	82,190	D
Common Shares	08/19/2025		S		33,333	D	$148.91(5)	48,857	D
Common Shares	08/19/2025		S		400	D	$149.52(6)	48,457	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 12,969 RSUs and 49,994 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 $147.46 to $148.45, 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 $148.46 to $149.43, inclusive.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.50 to $149.52, 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.
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

Who filed the Form 4 for CAH and what is their role?

Jessica L. Mayer, Chief Legal/Compliance Officer of Cardinal Health, filed the Form 4.

What equity award was granted to the reporting person?

A grant of 9,358 restricted share units (RSUs) was reported, vesting in three equal annual installments beginning 08/15/2026.

Why were 27,927 shares disposed of on 08/15/2025?

The Form 4 states 27,927 shares were withheld to satisfy tax withholding obligations related to the vesting of 12,969 RSUs and 49,994 performance share units.

How many shares were sold and at what prices on 08/19/2025?

Sales on 08/19/2025 were 4,345 shares at a weighted average $148.08, 33,333 shares at $148.91, and 400 shares at $149.52.

What is the reporting person’s beneficial ownership after these transactions?

The Form 4 reports 48,457 shares beneficially owned following the reported transactions.