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

Rhea-AI Filing Summary

Cardinal Health CEO Jason M. Hollar reported several equity transactions in August 2025. He received 42,778 restricted share units (RSUs) on 08/15/2025 that vest in three equal annual installments beginning 08/15/2026. To satisfy tax withholding on vested awards, 136,407 shares were withheld in connection with the vesting of 61,869 RSUs and 245,420 performance share units, leaving him with 343,606 shares after that withholding. On 08/19/2025 he sold a total of 107,705 shares in multiple transactions at weighted average prices reported between $147.40 and $149.58, leaving him with 235,901 shares beneficially owned following the sales.

Positive

• 42,778 RSU grant with three‑year vesting supports long‑term alignment
• Substantial retained ownership after transactions: 235,901 shares beneficially owned

Negative

• Large share disposals: 107,705 shares sold on 08/19/2025, reducing holdings from 480,013 to 235,901
• Significant tax withholding: 136,407 shares withheld to satisfy taxes on vested awards

Insights

Financial Analyst

TL;DR: Insider received time‑based RSUs and conducted planned withholding plus open‑market sales, leaving substantial residual ownership.

The grant of 42,778 RSUs increases deferred equity compensation and aligns long‑term incentive timing with multi‑year vesting. The withholding of 136,407 shares to cover taxes is an administrative, non‑cash action tied to vesting of 61,869 RSUs and 245,420 performance share units. The subsequent open‑market sales of 107,705 shares at weighted average prices within the $147.40–$149.58 range materially reduced the reporting person’s holdings from 480,013 to 235,901 shares. These transactions are notable for size but are disclosed as routine compensation-related and post‑vesting sales.

Corporate Governance Expert

TL;DR: Equity grant with multi‑year vesting supports retention; share withholding for taxes and sales are typical compliance actions.

The 42,778 RSU grant vests in three equal annual tranches, which supports retention and alignment with shareholders over time. Withholding of shares to satisfy tax obligations following vesting is a standard practice and was used here for 136,407 shares. The multi‑price, weighted average sales on 08/19/2025 were disclosed with ranges and an offer to provide breakdowns on request, consistent with transparency expectations for insider transactions under Section 16.

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
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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^*

Hollar Jason 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 Executive 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)		42,778	A	$0	480,013	D
Common Shares	08/15/2025		F(2)		136,407	D	$150.22(3)	343,606	D
Common Shares	08/19/2025		S		6,657	D	$148.15(4)	336,949	D
Common Shares	08/19/2025		S		94,735	D	$148.92(5)	242,214	D
Common Shares	08/19/2025		S		6,313	D	$149.45(6)	235,901	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 61,869 RSUs and 245,420 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 $147.40 to $148.39, 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.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.40 to $149.39, inclusive.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.40 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 equity award did CAH CEO Jason Hollar receive on 08/15/2025?

He was granted 42,778 restricted share units (RSUs) that vest in three equal annual installments beginning 08/15/2026.

Why were 136,407 CAH shares withheld on 08/15/2025?

Those shares were withheld to satisfy tax withholding obligations related to the vesting of 61,869 RSUs and 245,420 performance share units.

How many CAH shares did Jason Hollar sell and at what prices?

On 08/19/2025 he sold a total of 107,705 shares in multiple transactions at weighted average prices reported within ranges of $147.40–$149.58.

How many CAH shares does Jason Hollar beneficially own after these transactions?

Following the reported transactions, he beneficially owned 235,901 shares.

Did the Form 4 indicate the sales were pursuant to a trading plan?

The filing does not state that the sales were made pursuant to a 10b5‑1 plan; it discloses the transactions and offers to provide detailed sale breakdowns on request.

Are the reported prices based on actual trade prices or prior close?

The Form 4 notes that one reported price reflects the closing price on the prior business day and other prices are weighted average prices for multiple transactions.