Cardinal Health (CAH) CFO Reports RSU Grant and Sales, Ownership Falls to 30,650

Rhea-AI Filing Summary

Cardinal Health (CAH) Chief Financial Officer Aaron E. Alt reported multiple equity transactions on Form 4. On 08/15/2025 he was granted 11,363 restricted share units (RSUs) that vest in three equal annual installments beginning on 08/15/2026. That grant increased his reported beneficial ownership to 113,759 shares. On the same day, 34,866 shares were withheld to satisfy tax obligations related to the vesting of 10,288 RSUs and 67,448 performance share units, reducing ownership to 78,893 shares. On 08/19/2025 he sold 34,455 shares at a weighted average price of $148.61 (range $148.00–$148.99), reducing ownership to 44,438 shares, then sold an additional 13,788 shares at a weighted average price of $149.19 (range $149.00–$149.58), leaving 30,650 shares reported as beneficially owned after the transactions.

Positive

• Grant of 11,363 RSUs with three-year vesting, which supports executive alignment with long-term performance
• Tax withholding and share withholding events are disclosed transparently, including specific counts for RSUs and PSUs (10,288 RSUs and 67,448 PSUs)

Negative

• Reported beneficial ownership declined materially through sales and withholding, ending at 30,650 shares after transactions
• Multiple open-market sales (34,455 and 13,788 shares) were executed within days, which could be perceived as reduced insider shareholdings

Insights

Financial Analyst

TL;DR: Insider received time-vesting RSUs and executed multiple share disposals, leaving materially reduced direct ownership.

The reporting shows a grant of 11,363 RSUs with three-year vesting, which is a standard compensation mechanism aligning management incentives with long-term performance. The filing also documents tax-withholding of 34,866 shares tied to vesting of RSUs and performance shares, and subsequent open-market sales of 34,455 and 13,788 shares at weighted average prices of $148.61 and $149.19, respectively. Net reported beneficial ownership declined to 30,650 shares. These are routine compensation and liquidity actions; there is no disclosure here of trading pursuant to a 10b5-1 plan or other non-routine corporate developments.

Corporate Governance Expert

TL;DR: Transactions reflect compensation vesting and typical tax-related share withholding plus discretionary sales; governance impact appears limited.

The form documents an RSU grant that vests over three years, promoting retention. The significant withholding of shares for taxes (noted as satisfying withholding for 10,288 RSUs and 67,448 performance share units) is explicitly stated, followed by market sales executed in multiple transactions within narrow price ranges. From a governance perspective, these actions are disclosed as required and show continued, though reduced, insider ownership. The filing does not assert adoption of a 10b5-1 plan or provide further context for the timing of sales.

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^*

Alt Aaron E

(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 Financial 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)		11,363	A	$0	113,759	D
Common Shares	08/15/2025		F(2)		34,866	D	$150.22(3)	78,893	D
Common Shares	08/19/2025		S		34,455	D	$148.61(4)	44,438	D
Common Shares	08/19/2025		S		13,788	D	$149.19(5)	30,650	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 10,288 RSUs and 67,448 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 $148.00 to $148.99, 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 $149.00 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 transactions did CAH CFO Aaron E. Alt report on Form 4?

He reported a grant of 11,363 RSUs on 08/15/2025, withholding of 34,866 shares for taxes, and open-market sales of 34,455 and 13,788 shares on 08/19/2025.

How many shares does Aaron E. Alt report owning after these transactions?

The filing reports 30,650 shares beneficially owned after the reported transactions.

What were the prices for the shares sold by the reporting person?

The weighted average sale prices were $148.61 (range $148.00–$148.99) and $149.19 (range $149.00–$149.58).

Were any shares withheld to satisfy tax obligations and for which awards?

Yes — 34,866 shares were withheld to satisfy tax withholding for the vesting of 10,288 RSUs and 67,448 performance share units.

When do the granted RSUs begin vesting?

The 11,363 RSUs vest in three equal annual installments beginning on 08/15/2026.