Cardinal Health (NYSE: CAH) awards CHRO 2,977 RSUs

Rhea-AI Filing Summary

CARDINAL HEALTH INC (CAH) reported equity compensation activity for Chief Human Resources Officer Valerie Christine Pitteroff. On August 15, 2026, she received a grant of 2,977 Common Shares in the form of restricted share units that vest in three equal annual installments beginning on August 15, 2027. On the same date, 1,852 Common Shares were withheld and disposed of at $235.17 per share to satisfy tax withholding obligations arising from the vesting of 1,621 RSUs and 2,610 performance share units; the price reflects the prior business day’s closing price. These transactions were not made pursuant to a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Buyer: 1,125 shares

Net Buy 2 txns

Insider Pitteroff Valerie Christine

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1	2,977	$0.00	$0.00
Tax Withholding	Common Shares F2, F3	1,852	$235.17	$436K

Holdings After Transaction: Common Shares — 11,757 shares (Direct)

Footnotes (3)

1. F1. Grant of restricted share units ("RSUs") that vest in three equal annual installments beginning on August 15, 2027.
2. F2. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 1,621 RSUs and 2,610 performance share units.
3. F3. Reflects closing price on prior business day.

Key Figures

RSU grant shares: 2,977 shares Vesting start date: August 15, 2027 Shares withheld for taxes: 1,852 shares +3 more

6 metrics

RSU grant shares 2,977 shares Grant of restricted share units to CHRO on August 15, 2026

Vesting start date August 15, 2027 RSUs vest in three equal annual installments beginning on this date

Shares withheld for taxes 1,852 shares Withholding to satisfy tax obligations on RSU and PSU vesting

Withholding share price $235.17 per share Price used for 1,852 withheld shares, reflecting prior business day’s close

RSUs vested 1,621 units RSUs whose vesting contributed to tax withholding obligations

Performance share units vested 2,610 units Performance share units whose vesting contributed to tax withholding obligations

Key Terms

restricted share units ("RSUs"), performance share units, tax withholding obligations

3 terms

restricted share units ("RSUs") financial

"Grant of restricted share units ("RSUs") that vest in three equal annual"

performance share units financial

"vesting of 1,621 RSUs and 2,610 performance share units."

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

tax withholding obligations financial

"withholding of shares to satisfy tax withholding obligations of the reporting"

FAQ

What equity award did CARDINAL HEALTH INC (CAH) grant to Valerie Christine Pitteroff?

Valerie Christine Pitteroff received a grant of 2,977 Common Shares as restricted share units (RSUs). The RSUs vest in three equal annual installments beginning on August 15, 2027, creating a multi-year equity incentive tied to continued service.

How many Cardinal Health (CAH) shares were withheld for taxes in this Form 4?

A total of 1,852 Common Shares were withheld and disposed of to cover tax withholding obligations. This withholding related to the vesting of 1,621 RSUs and 2,610 performance share units held by Valerie Christine Pitteroff.

At what price were the withheld CAH shares valued for the tax payment?

The 1,852 withheld shares were valued at $235.17 per share. The filing states this amount reflects the closing price on the prior business day, and it was used in connection with satisfying tax withholding obligations.

What is the vesting schedule for the new RSUs reported for CAH’s CHRO?

The 2,977 RSUs granted to the Chief Human Resources Officer vest in three equal annual installments. Vesting begins on August 15, 2027, meaning one-third vests each year over a three-year period starting on that date.

Were the CAH Form 4 transactions made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is marked false, indicating the transactions were not affirmatively reported as being made pursuant to a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.

What triggered the tax withholding share disposition reported for CAH’s officer?

The share withholding was triggered by the vesting of 1,621 RSUs and 2,610 performance share units. To cover the resulting tax withholding obligations, 1,852 shares of Common Shares were withheld and disposed of at the stated price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 04:14 PM Accepted by SEC EDGAR 08/18/2026 - 04:14 PM Learn about SEC filing dates

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^*

Pitteroff Valerie Christine

(Last) (First) (Middle)

7000 CARDINAL PLACE

(Street)

DUBLIN OHIO 43017

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/15/2026		A(1)		2,977	A	$0	13,609	D
Common Shares	08/15/2026		F(2)		1,852	D	$235.17(3)	11,757	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, 2027.

2. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 1,621 RSUs and 2,610 performance share units.

3. Reflects closing price on prior business day.

Remarks:

	/s/ Amanda S. Pashi, Attorney-in-fact	08/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)