Cardinal Health (CAH) Risk Analysis

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Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.

Cardinal Health disclosed 10 risk factors in its most recent earnings report. Cardinal Health reported the most risks in the “Finance & Corporate” category.

Risk Overview Q4, 2025

Risk Distribution

50% Finance & Corporate

30% Legal & Regulatory

20% Production

0% Tech & Innovation

0% Ability to Sell

0% Macro & Political

Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy

This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.

Risk Change Over Time

2022

S&P500 Average

Sector Average

Risks removed

Risks added

Risks changed

Cardinal Health Risk Factors

New Risk (0)

Risk Changed (0)

Risk Removed (0)

No changes from previous report

The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.

The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.

Risk Highlights Q4, 2025

Main Risk Category

Finance & Corporate

With 5 Risks

Finance & Corporate

With 5 Risks

Number of Disclosed Risks

-1

From last report

S&P 500 Average: 31

-1

From last report

S&P 500 Average: 31

Recent Changes

0Risks added

0Risks removed

0Risks changed

Since Dec 2025

0Risks added

0Risks removed

0Risks changed

Since Dec 2025

Number of Risk Changed

No changes from last report

S&P 500 Average: 3

No changes from last report

S&P 500 Average: 3

See the risk highlights of Cardinal Health in the last period.

Risk Word Cloud

The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.

Risk Factors Full Breakdown - Total Risks 10

Finance & Corporate

Total Risks: 5/10 (50%)Above Sector Average

Share Price & Shareholder Rights3 | 30.0%

Share Price & Shareholder Rights - Risk 1

GIA Share-Based Compensation

GIA, a majority-owned subsidiary of Cardinal Health, maintains standalone share-based compensation plans. Share-based compensation expense associated with these awards of $123 million was recognized during fiscal 2025, of which $120 million is included in acquisition-related cash and share-based compensation costs and $3 million is included in selling, general, and administrative expenses in the consolidated statements of earnings. The liability and associated future expenses may vary based on the changes in the estimated fair value.The following table summarizes the fair market value of the GIA Units as of June 30, 2025:(in millions, except per share amounts)GIA Share UnitsFair Valueper ShareNonvested at January 30, 2025216 $1.46 Granted61 1.46 Vested(56)1.46 Canceled and forfeited(1)1.46 Nonvested at June 30, 2025220 $1.54 Vested at June 30, 2025548 $1.54 The total fair value of GIA Units vested during fiscal 2025 was $82 million. During fiscal 2025, we recognized an increase in the fair value of the liability, resulting in expense of $41 million, related to the vested GIA Units, which is recognized in acquisition-related cash and share-based compensation costs.At June 30, 2025, the total pre-tax compensation cost related to nonvested GIA Units not yet recognized was $339 million, which is expected to be recognized over a weighted-average period of approximately two years.

Share Price & Shareholder Rights - Risk 2

Performance Share Units

Performance share units generally vest over a three-year performance period based on achievement of specific performance goals. Based on the extent to which the performance goals are achieved and the Company's TSR relative to the S&P 500 Health Care Index, vested shares may range from zero to 240 percent of the target award amount. Performance share units accrue cash dividend equivalents that are payable upon vesting of the awards.The following table summarizes all transactions related to performance share units under the Plans (based on target award amounts):(in millions, except per share amounts)PerformanceShare UnitsWeighted-AverageGrant Date FairValue per ShareNonvested at June 30, 20231.2 $82.17 Granted0.5 94.66 Vested(0.4)62.26 Canceled and forfeited— — Nonvested at June 30, 20241.3 97.03 Granted0.5 113.88 Vested(0.3)108.79 Canceled and forfeited— — Nonvested at June 30, 20251.5 $99.45 The following table provides additional data related to performance share unit activity:(in millions)202520242023Total compensation cost, net of estimated forfeitures, related to nonvested performance share units not yet recognized, pre-tax$47 $46 $38 Weighted-average period over which performance share unit cost is expected to be recognized (in years)222Total fair value of shares vested during the year$49 $20 $23

Share Price & Shareholder Rights - Risk 3

Restricted Share Units

Restricted share units granted under the Plans generally vest in equal annual installments over three years. Restricted share units accrue cash dividend equivalents that are payable upon vesting of the awards.Cardinal Health | Fiscal 2025 Form 10-K79Notes to Financial StatementsThe following table summarizes all transactions related to restricted share units under the Plans:(in millions, except per share amounts)Restricted Share UnitsWeighted-AverageGrant Date FairValue per ShareNonvested at June 30, 20232.2 $57.37 Granted0.9 91.06 Vested(1.2)60.47 Canceled and forfeited(0.2)74.40 Nonvested at June 30, 20241.7 70.98 Granted0.7 108.72 Vested(0.9)72.07 Canceled and forfeited(0.1)94.67 Nonvested at June 30, 20251.4 $86.30 The following table provides additional data related to restricted share unit activity:(in millions)202520242023Total compensation cost, net of estimated forfeitures, related to nonvested restricted share and share unit awards not yet recognized, pre-tax$64 $71 $73 Weighted-average period in years over which restricted share and share unit cost is expected to be recognized (in years)222Total fair value of shares vested during the year$60 $63 $58

Corporate Activity and Growth2 | 20.0%

Corporate Activity and Growth - Risk 1

Exhibits

Exhibits, Financial Statement Schedules(a)(1) The following financial statements are included in the "Financial Statements" section of this report:PageConsolidated Financial Statements and Schedule:49Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)51Consolidated Statements of Earnings for the Fiscal Years Ended June 30, 2025, 2024, and 202350Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, 2025, 2024, and 202351Consolidated Balance Sheets at June 30, 2025 and 202452Consolidated Statements of Shareholders’ Deficit for the Fiscal Years Ended June 30, 2025, 2024, and 202353Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2025, 2024, and 202354Notes to Consolidated Financial Statements55(a)(2) The following Supplemental Schedule is included in this report:PageSchedule II - Valuation and Qualifying Accounts82All other schedules not listed above have been omitted as not applicable or because the required information is included in the Consolidated Financial Statements or in the Notes thereto.ExhibitNumberExhibit Description3.1Amended and Restated Articles of Incorporation of Cardinal Health, Inc., as amended (incorporated by reference to Exhibit 3.1 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)3.2Cardinal Health, Inc. Restated Code of Regulations (incorporated by reference to Exhibit 3.1 to Cardinal Health’s Current Report on Form 8-K filed on May 11, 2023, File No. 1-11373)4.1Specimen Certificate for Common Shares of Cardinal Health, Inc. (incorporated by reference to Exhibit 4.01 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 1-11373)4.2.1Indenture, dated as of June 2, 2008, between Cardinal Health, Inc. and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Cardinal Health’s Current Report on Form 8-K filed on June 2, 2008, File No. 1-11373)4.2.2Form of 3.200% Notes due 2022 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on May 21, 2012, File No. 1-11373)4.2.3Form of 3.200% Notes due 2023 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-11373)4.2.4Form of 4.600% Notes due 2043 (incorporated by reference to Exhibit 4.3 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-11373)4.2.5Form of 3.500% Notes due 2024 (incorporated by reference to Exhibit 4.2 to Cardinal Health’s Current Report on Form 8-K filed on November 19, 2014, File No. 1-11373)4.2.6Form of 4.500% Notes due 2044 (incorporated by reference to Exhibit 4.3 to Cardinal Health’s Current Report on Form 8-K filed on November 19, 2014, File No. 1-11373)4.2.7Form of 3.750% Notes due 2025 (incorporated by reference to Exhibit 4.2 to Cardinal Health’s Current Report on Form 8-K filed on June 23, 2015, File No. 1-11373)4.2.8Form of 4.900% Notes due 2045 (incorporated by reference to Exhibit 4.3 to Cardinal Health’s Current Report on Form 8-K filed on June 23, 2015, File No. 1-11373)4.2.11Form of 2.616% notes due 2022 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)4.2.12Form of Floating rate notes due 2022 (incorporated by reference to Exhibit 4.3 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)4.2.13Form of 3.079% notes due 2024 (incorporated by reference to Exhibit 4.4 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)4.2.14Form of 3.410% notes due 2027 (incorporated by reference to Exhibit 4.5 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)4.2.15Form of 4.368% notes due 2047 (incorporated by reference to Exhibit 4.6 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)4.2.16First Supplemental Indenture, dated as of February 20, 2024, between Cardinal Health, Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on February 20, 2024, File No. 1-11373) 84Cardinal Health | Fiscal 2025 Form 10-K

Corporate Activity and Growth - Risk 2

Solaris Health

On August 12, 2025, we announced that we, through GIA, have entered into a definitive agreement to acquire Solaris Health, a urology MSO, for a purchase price of approximately $1.9 billion in cash, subject to certain adjustments. In connection with the closing of this transaction, we will issue common units in GIA to certain physicians and management which are estimated to have a grant date fair value of approximately $500 million, a portion of which will be recognized as post-combination expense. Solaris Health includes more than 750 providers across more than 250 practice locations in 14 states. Solaris Health will become part of The Specialty Alliance, our multi-specialty MSO platform, and their results will be reported within our Pharma segment. Following the closing of this transaction, we will own approximately 75% of The Specialty Alliance. This transaction is subject to the satisfaction of customary closing conditions, including receipt of required physician and regulatory approvals.We intend to finance the announced transaction with a combination of cash on hand and cash proceeds from new debt financing.

Legal & Regulatory

Total Risks: 3/10 (30%)Above Sector Average

Regulation2 | 20.0%

Regulation - Risk 1

Form 10-K Cross Reference Index

Form 10-K Cross Reference IndexForm 10-K Cross Reference IndexItemPage(s)Part 11Business 251ARisk Factors331BUnresolved Staff Comments N/A1CCybersecurity412Properties423Legal Proceedings424Mine Safety Disclosures N/APart II5Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities436ReservedN/A7Management's Discussion and Analysis of Financial Condition and Results of Operations37AQuantitative and Qualitative Disclosures about Market Risk238Financial Statements and Supplementary Data499Changes in and Disagreements With Accountants on Accounting and Financial DisclosureN/A9AControls and Procedures459BOther Information N/APart III10Directors, Executive Officers, and Corporate Governance 8311Executive Compensation (a)12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters(b)13Certain Relationships and Related Transactions, and Director Independence (c)14Principal Accounting Fees and Services(d)Part IV15Exhibits, Financial Statement Schedules8416Form 10-K SummaryN/ASignatures90

Regulation - Risk 2

32Total share-based compensation expense$121 $121 $96 The total tax benefit related to share-based compensation was $14 million, $16 million, and $12 million for fiscal 2025, 2024, and 2023, respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the consolidated statements of earnings. Our consolidated statements of cash flows present our share-based compensation expense as a reconciling adjustment between net income and net cash provided by operating activities for all periods presented.

Litigation & Legal Liabilities1 | 10.0%

Litigation & Legal Liabilities - Risk 1

Schedule II Valuation and Qualifying Accounts

Cardinal Health, Inc. and SubsidiariesSchedule II - Valuation and Qualifying Accounts(in millions)Balance atBeginning of PeriodCharged to Costsand Expenses (1)Charged toOther Accounts (2)Deductions (3)Balance atEnd of PeriodFiscal 2025Accounts receivable$233 $88 $1 $(109)$213 Finance notes receivable3 3 — (4)2 Sales returns and allowances441 2,155 — (2,149)447 $677 $2,246 $1 $(2,262)$662 Fiscal 2024Accounts receivable$240 $108 $— $(115)$233 Finance notes receivable6 2 — (5)3 Sales returns and allowances474 2,207 — (2,240)441 $720 $2,317 $— $(2,360)$677 Fiscal 2023Accounts receivable$207 $165 $— $(132)$240 Finance notes receivable8 — — (2)6 Sales returns and allowances617 2,217 — (2,360)474 $832 $2,382 $— $(2,494)$720 (1)Fiscal 2025, 2024, and 2023 accounts receivable operating earnings impacts include $38 million, $74 million, and $109 million, respectively, for reserves related to service charges and customer disputes, excluded from provision for bad debts on the consolidated statements of cash flows and classified as a reduction in revenue in the consolidated statements of earnings.(2)Recoveries of amounts provided for or written off were $1 million for fiscal 2025. (3)Write-off of uncollectible accounts or actual sales returns.The sum of the components may not equal the total due to rounding.

Production

Total Risks: 2/10 (20%)Above Sector Average

Employment / Personnel2 | 20.0%

Employment / Personnel - Risk 1

Directors, Executive Officers, and Corporate Governance

Directors, Executive Officers, and Corporate GovernanceInformation About Our Executive OfficersThe following is a list of our executive officers:NameAgePositionJason M. Hollar52Chief Executive OfficerAaron E. Alt53Chief Financial OfficerDeborah L. Weitzman60Chief Executive Officer, Pharma segmentStephen M. Mason54Chief Executive Officer, GMPD segmentOla M. Snow58Chief Human Resources OfficerJessica L. Mayer56Chief Legal and Compliance OfficerMichelle D. Greene55Executive Vice President, Chief Information Officer, and Customer Support Services The business experience summaries provided below for our executive officers describe positions held during the last five years (unless otherwise indicated).Mr. Hollar has served as Chief Executive Officer since September 2022. From May 2020 through August 2022, Mr. Hollar served as Chief Financial Officer. Additionally, Mr. Hollar served as Chief Financial Officer of Sears Holding Corporation ("Sears") from October 2016 to April 2017. Sears filed for Chapter 11 bankruptcy in October 2018.Mr. Alt has served as Chief Financial Officer since February 2023. Prior to that, Mr. Alt served as Executive Vice President and Chief Financial Officer of Sysco Corporation from December 2020. From October 2018 to November 2020, Mr. Alt served as Senior Vice President and Chief Financial Officer of Sally Beauty Holdings, Inc. and President of Sally Beauty Supply.Ms. Weitzman has served as Chief Executive Officer, Pharma segment since September 2022. From July 2017 until September 2022, Ms. Weitzman served as the President of our Pharmaceutical Distribution division.Mr. Mason has served as Chief Executive Officer, GMPD segment since August 2019. Ms. Snow has served as Chief Human Resources Officer since October 2018. Ms. Mayer has served as Chief Legal and Compliance Officer since March 2019. Ms. Greene has served as Executive Vice President, Chief Information Officer, and Customer Support Services since August 2022. From February 2021 until August 2022, Ms. Greene served as the Senior Vice President of our former Pharmaceutical segment Information Technology. Prior to joining Cardinal Health, Ms. Greene served as Vice President, Information Technology, at Masco Corporation from March 2018 through February 2021.Directors and Corporate GovernanceWe have adopted Standards of Business Conduct that apply to all of our directors, officers, and employees. The Standards of Business Conduct outline our corporate values and standards of integrity and behavior and are designed to protect and promote our reputation. The full text of the Standards of Business Conduct is posted on our website at www.cardinalhealth.com under “About Us — Ethics and Compliance.” Any waiver of the Standards of Business Conduct for directors or executive officers must be approved by the Risk Oversight Committee of our Board of Directors. As required under SEC and New York Stock Exchange rules, we will disclose future amendments to our Standards of Business Conduct and waivers from the Standards of Business Conduct for our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions, and our other executive officers and directors on our website within four business days following the date of the amendment or waiver.The other information called for by Item 10 of Form 10-K is incorporated by reference to our Definitive Proxy Statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2025 Annual Meeting of Shareholders (our “2025 Proxy Statement”) under the captions “Corporate Governance” and “Share Ownership Information.”The other information called for by Item 12 of Form 10-K is incorporated by reference to our 2025 Proxy Statement under the caption "Share Ownership Information."

Employment / Personnel - Risk 2

Employee Retirement Savings Plans

Substantially all of our domestic non-union employees are eligible to be enrolled in our company-sponsored contributory retirement savings plans, which include features under Section 401(k) of the Internal Revenue Code of 1986 and provide for matching and discretionary contributions by us. The total expense for our employee retirement savings plans was $89 million, $65 million, and $66 million for fiscal 2025, 2024, and 2023, respectively.

See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.

FAQ

What are “Risk Factors”?

Risk factors are any situations or occurrences that could make investing in a company risky.

The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.

They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.

It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.

How do companies disclose their risk factors?

Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.

Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.

Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.

According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.

How can I use TipRanks risk factors in my stock research?

Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.

You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.

Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.

A simplified analysis of risk factors is unique to TipRanks.

What are all the risk factor categories?

TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.

1. Financial & Corporate

Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.

2. Legal & Regulatory

Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.

3. Production

Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.

4. Technology & Innovation

Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.

5. Ability to Sell

Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.

6. Macro & Political

Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.