Cardinal Health (CAH) officer reports 422-share tax withholding, 34,427 shares owned

Rhea-AI Filing Summary

Cardinal Health Inc. reported an insider equity transaction by its Chief Legal/Compliance Officer. On 12/01/2025, the officer had 422 common shares disposed of in a transaction coded "F," which represents shares withheld to cover tax obligations related to restricted share units. The price used for the withholding was the closing share price of $212.26 on the prior business day.

After this tax withholding event and an adjustment for shares transferred under a domestic relations order, the officer beneficially owned 34,427 common shares directly. The filing notes that these share withholdings are administrative in nature and tied to equity compensation rather than an open-market sale.

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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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^*

Mayer Jessica L

(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 Legal/Compliance 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)		422	D	$212.26(2)	34,427(3)	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.

3. The total number of shares reported as beneficially owned has been adjusted to reflect shares transferred pursuant to a domestic relations order.

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 filing reports that the Chief Legal/Compliance Officer of Cardinal Health Inc. (CAH) had 422 common shares withheld on 12/01/2025 in a transaction coded "F," representing shares withheld to satisfy tax obligations on restricted share units.

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

The 422 shares withheld for taxes were valued using the prior business day’s closing share price of $212.26 per share.

How many Cardinal Health (CAH) shares does the insider own after the reported transaction?

Following the reported tax withholding and adjustments for a domestic relations order, the officer beneficially owned 34,427 Cardinal Health common shares directly.

What does transaction code "F" mean in this Cardinal Health (CAH) Form 4?

In this context, code "F" indicates the withholding of shares to satisfy tax withholding obligations related to equity awards, specifically restricted share units.

Did the Cardinal Health (CAH) insider sell shares on the open market?

The filing explains that the 422-share disposition represents shares withheld to cover taxes on restricted share units, rather than an open-market sale.

Why was the total beneficial ownership for the Cardinal Health (CAH) insider adjusted?

The document notes that the total number of shares reported as beneficially owned was adjusted to reflect shares transferred pursuant to a domestic relations order.