Cardinal Health (CAH) grants CAO RSUs, withholds shares for taxes

Rhea-AI Filing Summary

CARDINAL HEALTH INC (CAH) reported that Chief Accounting Officer Mary C. Scherer received a grant of 765 Common Shares on August 15, 2026, representing restricted share units that vest in three equal annual installments beginning August 15, 2027. On the same date, 1,757 Common Shares were withheld and disposed of to satisfy her tax withholding obligations upon the vesting of previously granted RSUs and performance share units, using a reference price of $235.17 per share, which reflects the prior business day’s closing price.

Insider Trade Summary

Net Seller: 992 shares

Net Sell 2 txns

Insider Scherer Mary C.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1	765	$0.00	$0.00
Tax Withholding	Common Shares F2, F3	1,757	$235.17	$413K

Holdings After Transaction: Common Shares — 5,113 shares (Direct)

Footnotes (3)

1. F1. Grant of restricted share units ("RSUs") that vest in three equal annual installments beginning on August 15, 2027.
2. F2. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 1,449 RSUs and 2,610 performance share units.
3. F3. Reflects closing price on prior business day.

Key Figures

RSU grant shares: 765 shares Tax-withholding shares: 1,757 shares Disposition price: $235.17 per share +2 more

5 metrics

RSU grant shares 765 shares Restricted share units granted to Mary C. Scherer on August 15, 2026

Tax-withholding shares 1,757 shares Common Shares withheld to satisfy tax withholding obligations on August 15, 2026

Disposition price $235.17 per share Price used for tax-withholding share disposition, reflecting prior business day’s closing price

Vesting RSUs 1,449 RSUs RSUs vesting that triggered part of the tax withholding

Vesting performance share units 2,610 performance share units Performance share units vesting that triggered part of the tax withholding

Key Terms

restricted share units ("RSUs"), performance share units, tax withholding obligations

3 terms

restricted share units ("RSUs") financial

"Grant of restricted share units ("RSUs") that vest in three equal annual"

performance share units financial

"1,449 RSUs and 2,610 performance share units."

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

tax withholding obligations financial

"withholding of shares to satisfy tax withholding obligations of the reporting"

FAQ

What equity award did CARDINAL HEALTH INC (CAH) grant to Mary C. Scherer?

Mary C. Scherer received a grant of 765 Common Shares in the form of restricted share units that vest in three equal annual installments beginning on August 15, 2027.

Why were 1,757 CARDINAL HEALTH INC (CAH) shares disposed of in this Form 4?

The 1,757 Common Shares were withheld and disposed of to satisfy Mary C. Scherer’s tax withholding obligations related to the vesting of 1,449 RSUs and 2,610 performance share units.

What price was used for the tax-withholding share disposition for CAH in this filing?

The tax-withholding disposition used a price of $235.17 per share, which the company notes reflects the closing price on the prior business day for Cardinal Health’s Common Shares.

Does the CAH Form 4 show a net buy or sell by Mary C. Scherer?

The Form 4 shows both an equity award of 765 shares and a tax-withholding disposition of 1,757 shares, resulting in a mixed pattern rather than a clear net purchase or sale signal.

How will Mary C. Scherer’s new CAH restricted share units vest over time?

The 765 restricted share units granted to Mary C. Scherer will vest in three equal annual installments, starting on August 15, 2027, with additional vesting occurring on the two subsequent anniversaries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 04:15 PM Accepted by SEC EDGAR 08/18/2026 - 04:14 PM Learn about SEC filing dates

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
Estimated average burden
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 OHIO 43017

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/15/2026		A(1)		765	A	$0	6,870	D
Common Shares	08/15/2026		F(2)		1,757	D	$235.17(3)	5,113	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, 2027.

2. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 1,449 RSUs and 2,610 performance share units.

3. Reflects closing price on prior business day.

Remarks:

	/s/ Amanda S. Pashi, Attorney-in-fact	08/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)