Form 4: Cardinal Health CHRO Granted 3,982 RSUs

Cardinal Health's Chief Human Resources Officer, Valerie Christine Pitteroff, was granted 3,982 restricted share units valued at $213.26 per share.

Summary

• Valerie Christine Pitteroff, Chief Human Resources Officer of Cardinal Health Inc. (CAH), was granted 3,982 restricted share units (RSUs).
• The grant occurred on January 15, 2026, with a per-share value of $213.26, reflecting the closing price on the grant date.
• These RSUs will vest in three equal annual installments, commencing on August 15, 2027.
• Following this transaction, Ms. Pitteroff beneficially owns 8,022 direct common shares and 463 indirect common shares through a 401(k) Plan.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged transaction.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates executive retention and aligns management interests with long-term company performance, a routine compensation event.

Positives

• The grant of 3,982 restricted share units to a key executive, Valerie Christine Pitteroff, serves as a retention and incentive mechanism, aligning her interests with long-term company performance.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged and transparent compensation event.

Negatives

• The RSU grant, upon vesting, will result in a minor dilution of existing shareholder equity.

Future Outlook

The granted restricted share units will vest in three equal annual installments starting August 15, 2027, aligning the executive's long-term interests with shareholder value creation.

Industry Context

Form 4 filings are standard disclosures for insider transactions, providing transparency into executive and director stock ownership changes. The grant of restricted stock units (RSUs) is a common form of equity-based compensation used across industries to attract, retain, and incentivize key executives by aligning their interests with the company's long-term performance.

Comparison to Industry Standards

• The use of restricted share units (RSUs) as a component of executive compensation is a widely adopted practice across various industries, including healthcare distribution.
• Companies like McKesson Corporation and AmerisourceBergen, direct competitors to Cardinal Health, also frequently utilize similar equity incentive plans to compensate their senior leadership, ensuring competitive remuneration packages and fostering long-term commitment.
• The vesting schedule over multiple years is also standard for such grants, promoting long-term executive retention.

Related Party Transactions

• The grant of restricted share units to Valerie Christine Pitteroff, the Chief Human Resources Officer, is a related party transaction between Cardinal Health and a key executive as part of her compensation package.

Stakeholder Impact

• Shareholders: Minor potential for dilution upon vesting of RSUs; however, it also serves to align executive incentives with long-term shareholder value.
• Employees: Demonstrates the company's commitment to executive compensation and retention strategies for key personnel.

Next Steps

• The restricted share units will vest in three equal annual installments beginning on August 15, 2027.

Key Dates

Keywords

Cardinal Health, CAH, Form 4, SEC filing, insider transaction, restricted stock units, RSUs, executive compensation, Valerie Christine Pitteroff, Rule 10b5-1