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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Shares | 4,345 | $148.08 | $643K |
| Sale | Common Shares | 33,333 | $148.91 | $4.96M |
| Sale | Common Shares | 400 | $149.52 | $60K |
| Grant/Award | Common Shares | 9,358 | $0.00 | -- |
| Tax Withholding | Common Shares | 27,927 | $150.22 | $4.20M |
Footnotes (1)
- Grant of restricted share units ("RSUs") that vest in three equal annual installments beginning on August 15, 2026. 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. Reflects closing price on prior business day. 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. 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. 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.
