[Form 4] Cardinal Health, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by Cardinal Health (CAH) Chief Human Resources Officer Ola M. Snow are reported. On 08/15/2025 Snow was granted 6,417 restricted share units that vest in three equal annual installments beginning 08/15/2026, increasing direct holdings to 61,768 shares. Also on 08/15/2025 the filer reported withholding and disposition of 18,186 shares to satisfy tax obligations related to the vesting of 9,202 RSUs and 31,813 performance share units, leaving 43,582 shares. On 08/19/2025 Snow sold 23,700 shares at a weighted average price around $148.86 and 4,451 shares at a weighted average price around $149.39, reducing direct holdings to 15,431 shares; 144 shares are held indirectly via a 401(k) plan. The Form 4 is signed by an attorney-in-fact on 08/19/2025.

Positive

• 6,417 RSUs granted with a clear vesting schedule (three equal annual installments beginning 08/15/2026), supporting executive retention
• Disclosures include weighted average prices and price ranges for the sales and an offer to provide per‑trade details on request, enhancing transparency

Negative

• Tax withholding of 18,186 shares and open‑market sales totaling 28,151 shares reduced direct ownership to 15,431 shares, representing a meaningful decline in reported direct holdings

Insights

Securities Analyst

TL;DR: Officer received time‑based RSUs and executed tax withholdings plus open‑market sales, modest net reduction in direct holdings.

The filing shows a standard senior‑executive equity grant of 6,417 RSUs vesting over three years, which aligns pay with retention objectives. Tax withholding of 18,186 shares related to vested RSUs and performance shares reduced holdings, and subsequent open‑market sales of 28,151 shares at weighted averages near $149 indicate liquidity actions rather than a single large block sale. Remaining direct ownership after these transactions is 15,431 shares plus 144 indirectly held via a 401(k). These are routine Section 16 disclosures without explicit material corporate events.

Corporate Governance Expert

TL;DR: Compensation and tax‑related share movements disclosed; timing and vesting schedule are clearly stated.

The report documents a time‑based RSU grant and the mechanics of tax withholding tied to both RSUs and performance share units. The RSU vesting schedule (three equal annual installments beginning 08/15/2026) is disclosed, which provides clarity on future potential dilution and retention incentives. Sales were executed in multiple transactions with disclosed price ranges; the filer offers to provide detailed per‑trade information on request, which meets disclosure expectations for insider transactions.

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^*

Snow Ola 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)
	Chief Human Resources 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)		6,417	A	$0	61,768	D
Common Shares	08/15/2025		F(2)		18,186	D	$150.22(3)	43,582	D
Common Shares	08/19/2025		S		23,700	D	$148.86(4)	19,882	D
Common Shares	08/19/2025		S		4,451	D	$149.39(5)	15,431	D
Common Shares								144	I	By 401(k) Plan

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 9,202 RSUs and 31,813 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 $148.28 to $149.27, 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 and 5 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 $149.29 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.
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 CAH Chief Human Resources Officer Ola M. Snow report?

The Form 4 reports a grant of 6,417 RSUs on 08/15/2025, withholding of 18,186 shares for taxes related to vested RSUs and performance shares, and sales of 23,700 and 4,451 shares on 08/19/2025.

How many shares does Ola M. Snow beneficially own after these transactions?

Following the reported transactions, Snow directly beneficially owns 15,431 shares and indirectly holds 144 shares via a 401(k) plan.

What is the vesting schedule for the RSUs granted to Ola M. Snow?

The 6,417 restricted share units vest in three equal annual installments beginning on 08/15/2026.

At what prices were the shares sold on 08/19/2025?

Shares sold on 08/19/2025 had weighted average prices reported as $148.86 (range $148.28–$149.27) and $149.39 (range $149.29–$149.58).

Why were 18,186 shares disposed of on 08/15/2025?

The filing states those 18,186 shares were withheld to satisfy tax withholding obligations related to the vesting of 9,202 RSUs and 31,813 performance share units.