Cardinal Health (CAH) officer reports 61-share tax withholding from RSUs in Form 4

Rhea-AI Filing Summary

Cardinal Health Inc. reported an insider share transaction by its Chief Accounting Officer. On 12/01/2025, the officer had 61 common shares withheld and disposed of to cover tax obligations related to restricted share units, at a reference price of $212.26 per share. After this tax-related withholding, the officer beneficially owned 3,495 Cardinal Health common shares directly. The filing is administrative in nature and reflects routine equity compensation and associated tax withholding.

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^*

Scherer Mary C.

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F(1)		61	D	$212.26(2)	3,495	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. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with restricted share units.

2. Price is closing share price on prior business day.

Remarks:

	/s/ James E. Barnett, Attorney-in-fact	12/02/2025
	** 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 transaction did Cardinal Health (CAH) disclose in this Form 4?

The Form 4 reports that the Chief Accounting Officer had 61 Cardinal Health common shares withheld and disposed of on 12/01/2025 to satisfy tax withholding obligations tied to restricted share units.

Who is the reporting person in the Cardinal Health (CAH) Form 4 filing?

The reporting person is an officer of Cardinal Health, serving as the company’s Chief Accounting Officer.

What was the price used for the Cardinal Health (CAH) share withholding in this filing?

The filing states that the 61 withheld shares were priced at $212.26 per share, which is described as the closing share price on the prior business day.

How many Cardinal Health (CAH) shares does the officer own after this transaction?

Following the tax-related withholding transaction, the Chief Accounting Officer beneficially owned 3,495 Cardinal Health common shares, held directly.

Why were Cardinal Health (CAH) shares disposed of in this Form 4 event?

The filing explains that the 61 shares represent withholding of shares to satisfy tax withholding obligations of the reporting person in connection with restricted share units.

Is the Cardinal Health (CAH) Form 4 transaction part of a trading plan?

The form includes a checkbox for transactions under a Rule 10b5-1 trading plan, but the provided excerpt does not indicate that this box was checked for the reported transaction.