CAH insider: Greene granted RSUs, tax-withholding and sizable stock sales disclosed

Rhea-AI Filing Summary

Cardinal Health insider filings show multiple equity transactions by Michelle D. Greene, the company's Chief Information Officer. On 08/15/2025 Greene received a grant of 3,476 restricted share units (RSUs) that vest in three equal annual installments beginning 08/15/2026. The filing also discloses withholding of 9,968 shares to satisfy taxes related to the vesting of 6,787 RSUs and 16,362 performance share units, using a prior-business-day closing price of $150.22. On 08/19/2025 Greene sold a total of 13,500 common shares in multiple transactions at weighted-average prices of $148.76 and $149.28, reducing beneficial ownership from 38,444 to 14,976 shares.

Insights

Financial Analyst

TL;DR: Insider received time‑vesting RSUs while selling a material portion of existing holdings; overall change is a mixed signal on immediate ownership.

The filing documents a compensation-related grant of 3,476 RSUs that vest over three years, which is a common retention mechanism. Concurrent withholding of 9,968 shares to cover taxes is administrative and tied to vesting of previously awarded RSUs and performance shares. The sales on 08/19/2025 totaled 13,500 shares executed across multiple prices, lowering direct beneficial ownership from 38,444 to 14,976 shares. For investors, such clustered transactions can reflect routine tax and diversification activity tied to compensation rather than an operational view of the company; however, the absolute reduction in shares beneficially owned is material in size relative to the prior holding disclosed in this filing.

Corporate Governance Expert

TL;DR: Transactions align with compensation vesting and tax-withholding mechanics; documentation includes required price-range disclosures and offer of detailed execution data.

The Form 4 clearly states the RSU vesting schedule and identifies tax withholding tied to vested RSUs and performance share units, demonstrating standard governance disclosure. The filer provides weighted-average prices and commits to furnish detailed per-trade pricing on request, satisfying transparency expectations for insider dispositions. There is no indication in the filing of a trading plan like Rule 10b5-1, and the filing does not assert contract-based execution; therefore the activity should be interpreted strictly as reported without additional governance claims.

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^*

Greene Michelle D.

(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 Information 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)		3,476	A	$0	38,444	D
Common Shares	08/15/2025		F(2)		9,968	D	$150.22(3)	28,476	D
Common Shares	08/19/2025		S		11,994	D	$148.76(4)	16,482	D
Common Shares	08/19/2025		S		1,506	D	$149.28(5)	14,976	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 6,787 RSUs and 16,362 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 $148.20 to $149.19, 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 $149.20 to $149.33, 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 Michelle D. Greene (CAH) report on this Form 4?

Greene received 3,476 RSUs on 08/15/2025, had 9,968 shares withheld for taxes related to vested awards, and sold 13,500 shares on 08/19/2025.

How did Greene's beneficial ownership change after these transactions?

Beneficial ownership decreased from 38,444 shares to 14,976 shares following the reported transactions.

At what prices were the shares sold?

Sales were executed at weighted-average prices of $148.76 and $149.28, with underlying trade prices ranging $148.20–$149.33 as disclosed.

When do the newly granted RSUs vest?

The 3,476 restricted share units vest in three equal annual installments beginning 08/15/2026.

Were the tax-withholding shares related to performance awards?

Yes. The withholding of 9,968 shares covered taxes from the vesting of 6,787 RSUs and 16,362 performance share units, as stated in the filing.