Form 4: Cardinal Health Officer Sells Shares for Tax Obligations

Cardinal Health's Chief Legal/Compliance Officer, Jessica L. Mayer, disposed of 422 common shares to cover tax withholding obligations related to restricted share units.

Summary

• Jessica L. Mayer, Chief Legal/Compliance Officer at Cardinal Health Inc. (CAH), reported a transaction on December 1, 2025.
• The transaction involved the disposition of 422 common shares at a price of $212.26 per share.
• This disposition was made to satisfy tax withholding obligations associated with restricted share units.
• Following this transaction, Mayer beneficially owns 34,427 common shares.
• The total number of beneficially owned shares has been adjusted to reflect shares transferred pursuant to a domestic relations order.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction related to executive compensation and tax obligations. It has a neutral impact on the company's overall sentiment.

Positives

• The transaction is a routine tax withholding event, indicating the vesting of restricted share units, which is a form of executive compensation.

Negatives

• The disposition of shares, even for tax purposes, slightly reduces the officer's direct equity stake in the company.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This is a routine insider transaction related to executive compensation and tax obligations, which is common across all industries for publicly traded companies. It does not reflect broader industry trends or competitive positioning for Cardinal Health.

Comparison to Industry Standards

• Routine tax-related share dispositions by executives are standard practice across publicly traded companies when restricted stock units or other equity awards vest. This transaction aligns with typical corporate compensation structures and tax compliance requirements seen in healthcare and other sectors.

Related Party Transactions

• The transaction involves an officer of Cardinal Health Inc. disposing of company shares, which is considered an insider transaction.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes, not a discretionary sale indicating a change in confidence.
• Employees: No direct impact on the broader employee base.
• Management: Reflects the vesting of equity compensation for a key officer.

Key Dates

Keywords

Cardinal Health, CAH, Form 4, Insider Transaction, Share Disposition, Tax Withholding, Restricted Share Units, Executive Compensation