Cardinal Health Form 4: RSU grant, tax withholding and insider sale disclosed

Rhea-AI Filing Summary

Mary C. Scherer, Chief Accounting Officer of Cardinal Health, Inc. (CAH), reported multiple transactions on Form 4. She was granted 1,203 restricted stock units (RSUs) on 08/15/2025 that vest in three equal annual installments beginning 08/15/2026. To satisfy tax withholding on vested awards, 2,572 shares were withheld (reported as a disposition at $150.22, reflecting prior close). Separately, 6,766 common shares were sold on 08/19/2025 at a weighted average price of $149.25, with sale prices ranging $148.94–$149.60. After these transactions her reported beneficial ownership of common shares is 3,556 shares.

Positive

• RSU grant of 1,203 units provides retention incentive with vesting over three years
• Tax withholding satisfied via share withholding, indicating standard post‑vesting administration

Negative

• Sale of 6,766 shares reduced reported beneficial ownership to 3,556 shares
• Weighted average sale price $149.25 may signal insider liquidity but no plan disclosure is provided

Insights

Securities Analyst

TL;DR: Insider received time‑vesting RSUs, withheld shares for taxes, and executed a routine sale reducing direct holdings.

The Form 4 shows a standard compensation grant and routine tax withholding followed by an open‑market sale. The 1,203 RSU grant vests over three years, indicating retention incentives rather than immediate liquidity. The 2,572‑share withholding and the 6,766‑share sale are consistent with common post‑vesting and diversification or tax actions. No derivative holdings or material change to control are disclosed; the transactions are not shown as part of a Rule 10b5‑1 plan.

Corporate Governance Expert

TL;DR: Transactions appear routine compensation and tax actions, with no governance red flags disclosed.

The disclosure identifies the reporting person as an officer and confirms grants vesting over time, which aligns with typical retention practices. The form records withholding to satisfy tax obligations and a subsequent market sale at a modest scale relative to the company. There is no indication of accelerated vesting, unusual trading patterns, or related‑party transfers in the filing.

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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hours per response:			0.5

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)
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)		1,203	A	$0	12,894	D
Common Shares	08/15/2025		F(2)		2,572	D	$150.22(3)	10,322	D
Common Shares	08/19/2025		S		6,766	D	$149.25(4)	3,556	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 2,880 RSUs and 3,029 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 $148.94 to $149.60, 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 range set forth in footnote 4 to this Form 4.

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 transactions did CAH insider Mary C. Scherer report on Form 4?

She was granted 1,203 RSUs (vesting in three equal annual installments), 2,572 shares were withheld for taxes, and 6,766 shares were sold on 08/19/2025.

How many shares does Mary C. Scherer beneficially own after the reported transactions?

3,556 common shares are reported as beneficially owned following the transactions.

At what prices were the shares withheld and sold?

Withholding reflected a price of $150.22 (prior close). The sale had a weighted average price of $149.25, with individual sale prices between $148.94 and $149.60.

When do the newly granted RSUs vest?

The 1,203 RSUs vest in three equal annual installments beginning August 15, 2026.

Was the sale part of a 10b5‑1 trading plan?

The filing does not indicate the transactions were made pursuant to a Rule 10b5‑1(c) plan.