Cardinal Health (CAH) 10-K risk factor changes: FY2026 vs FY2025

| [Table of [removed: Contents](#ic4dac0c833bc4c0eb6ce25fa9faee267_4)] [added: Contents](#i23f7d83fe0ee4db099ac85997bee14ea_4)] | | | | | | | | |

For the fiscal year ended June 30, [removed: 2025][added: 2026]

The aggregate market value of voting stock held by non-affiliates on December 31, [removed: 2024,] [added: 2025,] was the following: [removed: $28,372,319,280.][added: $48,192,692,777.]

The number of the registrant’s common shares, without par value, outstanding as of July 31, [removed: 2025,] [added: 2026,] was the following: [removed: 238,793,647.][added: 232,575,728.]

Portions of the registrant’s Definitive Proxy Statement to be filed for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into the sections of this Form 10-K addressing the requirements of Part III of Form 10-K.

| Cardinal Health Fiscal [removed: 2025] [added: 2026] Form 10-K | | |

| | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic4dac0c833bc4c0eb6ce25fa9faee267_13)] [added: Operations](#i23f7d83fe0ee4db099ac85997bee14ea_13)] | | | [removed: [3](#ic4dac0c833bc4c0eb6ce25fa9faee267_13)] [added: [3](#i23f7d83fe0ee4db099ac85997bee14ea_13)] | | |

| | | | [Explanation and Reconciliation of Non-GAAP Financial [removed: Measures](#ic4dac0c833bc4c0eb6ce25fa9faee267_55)] [added: Measures](#i23f7d83fe0ee4db099ac85997bee14ea_55)] | | | [removed: [20](#ic4dac0c833bc4c0eb6ce25fa9faee267_55)] [added: [20](#i23f7d83fe0ee4db099ac85997bee14ea_55)] | | |

| | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ic4dac0c833bc4c0eb6ce25fa9faee267_61)] [added: Risk](#i23f7d83fe0ee4db099ac85997bee14ea_61)] | | | [removed: [23](#ic4dac0c833bc4c0eb6ce25fa9faee267_61)] [added: [23](#i23f7d83fe0ee4db099ac85997bee14ea_61)] | | |

| [added: Risk Factors] | | | [removed: [Risk Factors](#ic4dac0c833bc4c0eb6ce25fa9faee267_67)] | | | [removed: [33](#ic4dac0c833bc4c0eb6ce25fa9faee267_67)] | | |

| | | | [Legal [removed: Proceedings](#ic4dac0c833bc4c0eb6ce25fa9faee267_76)] [added: Proceedings](#i23f7d83fe0ee4db099ac85997bee14ea_76)] | | | [removed: [42](#ic4dac0c833bc4c0eb6ce25fa9faee267_76)] [added: [43](#i23f7d83fe0ee4db099ac85997bee14ea_76)] | | |

| | | | [Market for Registrant's Common [removed: Equity](#ic4dac0c833bc4c0eb6ce25fa9faee267_79)] [added: Equity](#i23f7d83fe0ee4db099ac85997bee14ea_79)] | | | [removed: [43](#ic4dac0c833bc4c0eb6ce25fa9faee267_79)] [added: [44](#i23f7d83fe0ee4db099ac85997bee14ea_79)] | | |

| | | | [Financial Statements and Supplementary [removed: Data](#ic4dac0c833bc4c0eb6ce25fa9faee267_94)] [added: Data](#i23f7d83fe0ee4db099ac85997bee14ea_94)] | | | [removed: [49](#ic4dac0c833bc4c0eb6ce25fa9faee267_94)] [added: [50](#i23f7d83fe0ee4db099ac85997bee14ea_94)] | | |

| | | | [Directors, Executive [removed: Officers](#ic4dac0c833bc4c0eb6ce25fa9faee267_166)[,](#ic4dac0c833bc4c0eb6ce25fa9faee267_166) [and] [added: Officers, and] Corporate [removed: Governance](#ic4dac0c833bc4c0eb6ce25fa9faee267_166)] [added: Governance](#i23f7d83fe0ee4db099ac85997bee14ea_169)] | | | [removed: [83](#ic4dac0c833bc4c0eb6ce25fa9faee267_166)] [added: [83](#i23f7d83fe0ee4db099ac85997bee14ea_169)] | | |

| | | | [Form 10-K Cross Reference [removed: Index](#ic4dac0c833bc4c0eb6ce25fa9faee267_178)] [added: Index](#i23f7d83fe0ee4db099ac85997bee14ea_181)] | | | [removed: [89](#ic4dac0c833bc4c0eb6ce25fa9faee267_178)] [added: [89](#i23f7d83fe0ee4db099ac85997bee14ea_181)] | | |

| | | | Cardinal Health \| Fiscal [removed: 2025] [added: 2026] Form 10-K | | | 1 | | |

References to fiscal [added: 2027,] 2026, 2025, 2024, 2023, 2022, [added: 2021,] and [removed: 2021] [added: 2020] are to the fiscal years ended June 30, [added: 2027,] 2026, 2025, 2024, 2023, 2022, [removed: and] 2021, [added: and 2020,] respectively.

Except as otherwise specified, information in this report is provided as of June 30, [removed: 2025.][added: 2026.]

Our MD&A within this Form 10-K generally discusses fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024] [added: 2025] items and year-over-year comparisons between fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024.][added: 2025.]

Fiscal [removed: 2023] [added: 2024] items and discussions of year-over-year comparisons between fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023] [added: 2024] that are not included in this Form 10-K can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2024] [added: 2025] (the "Fiscal [removed: 2024] [added: 2025] Form 10-K").

| 2 | | | Cardinal Health \| Fiscal [removed: 2025] [added: 2026] Form 10-K | | | | | |

[removed: Pharmaceutical] [added: | Pharmaceutical] and Specialty Solutions [removed: Segment][added: | | | $ | 2,783 | | | | | $ | 2,258 | | | | | | | | | | | 23 | | % | | | | | | |]

This segment also provides services to pharmaceutical manufacturers and healthcare providers for specialty pharmaceutical products; provides pharmacy management services to hospitals and operates a limited number of pharmacies, including pharmacies in community health centers; repackages generic pharmaceuticals and [removed: over the counter] [added: over-the-counter] healthcare products; and includes our managed services organization [added: ("MSO")] platforms for [removed: specialty] physician offices.

[removed: Global] [added: | Global] Medical Products and Distribution [removed: Segment][added: | | | 12,719 | | | | | | 12,636 | | | | | | | | | | | | 1 | | % | | | | | | |]

This segment also contract manufactures a radiopharmaceutical treatment (Xofigo®) and holds the [removed: North American] rights to manufacture and distribute Lymphoseek®, a radiopharmaceutical diagnostic imaging agent.

Our at-Home Solutions operating segment has two main businesses: Edgepark, including [removed: ADS,] [added: Advanced Diabetes Supply Group ("ADS"),] directly providing medical supplies to patients with chronic conditions in the home; and at-Home, a business-to-business distribution service that delivers medical supplies and over-the-counter products to home medical equipment providers, home health and hospice agencies, and e-commerce providers.

This [added: operating] segment serves hospitals, pharmacies, labs, and surgery centers.

| 3 | | | Cardinal Health \| Fiscal [removed: 2025] [added: 2026] Form 10-K | | | | | |

Fiscal [removed: 2025] [added: 2026] Overview

[removed: Revenue decreased 2] [added: Pharma segment revenue for fiscal 2026 increased 15] percent to [removed: $222.6] [added: $234.8] billion [removed: for fiscal 2025] from the prior year, primarily due to [removed: the expiration of the Pharma segment OptumRx contracts, partially offset by] branded and specialty pharmaceutical sales growth from existing and new customers.

| (in millions) | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | Change | | | | | | | | |

| GAAP operating earnings | | | $ | [removed: 2,275] [added: 2,613] | | | | | $ | [removed: 1,243] [added: 2,275] | | | | | | | | | | | [removed: 83] [added: 15] | | % | | | | | | |

| Shareholder cooperation agreement costs | | | [removed: —] | | | | | | 1 | | | | | | [added: 1] | | | [added: —] | | | [added: —] | | | [added: 1] | | | | | | [added: | | | — | | | | | |]

| Restructuring and employee severance | | | [removed: 88 | | | | | | 175 | | | | | |] [added: 106] | | | | | | [added: 88] | | | | | | [added: 175] | | |

| Amortization and other acquisition-related costs | | | [removed: 464 | | | | | | 284 | | | | | |] [added: 469] | | | | | | [added: 464] | | | | | | [added: 284] | | |

| Acquisition-related cash and share-based compensation costs | | | [removed: 126] [added: 287] | | | | | | [removed: —] [added: 126] | | | | | | | | | | | | | | | | | | | | |

| Impairments and (gain)/loss on disposal of assets, net | | | [removed: 18 | | | | | | 634 | | | | | |] [added: 177] | | | | | | [added: 18] | | | | | | [added: 634] | | |

| Litigation (recoveries)/charges, net | | | [removed: (185)] [added: (10)] | | | | | | [removed: 78] [added: (185)] | | | | | | | | | | | | | | | | | | | | |

| Non-GAAP operating earnings | | | $ | [removed: 2,786] [added: 3,624] | | | | | $ | [removed: 2,414] [added: 2,786] | | | | | | | | | | | [removed: 15] [added: 30] | | % | | | | | | |

[removed: During fiscal 2025,] GAAP operating earnings [removed: increased 83% to $2.3 billion and non-GAAP operating earnings] [added: for fiscal 2026] increased 15% to [removed: $2.8] [added: $2.6] billion from the prior year.

| | | | [Introduction](#i23f7d83fe0ee4db099ac85997bee14ea_7) | | | [2](#i23f7d83fe0ee4db099ac85997bee14ea_7) | | |

| | | | [Business](#i23f7d83fe0ee4db099ac85997bee14ea_64) | | | [25](#i23f7d83fe0ee4db099ac85997bee14ea_64) | | |

| | | | [Cybersecurity](#i23f7d83fe0ee4db099ac85997bee14ea_70) | | | [42](#i23f7d83fe0ee4db099ac85997bee14ea_70) | | |

| | | | [Properties](#i23f7d83fe0ee4db099ac85997bee14ea_73) | | | [43](#i23f7d83fe0ee4db099ac85997bee14ea_73) | | |

| | | | [Reports](#i23f7d83fe0ee4db099ac85997bee14ea_82) | | | [46](#i23f7d83fe0ee4db099ac85997bee14ea_82) | | |

| | | | [Exhibits](#i23f7d83fe0ee4db099ac85997bee14ea_175) | | | [84](#i23f7d83fe0ee4db099ac85997bee14ea_175) | | |

| | | | [Signatures](#i23f7d83fe0ee4db099ac85997bee14ea_184) | | | [90](#i23f7d83fe0ee4db099ac85997bee14ea_184) | | |

The increase in GAAP operating earnings was driven by the increased contribution from branded and specialty pharmaceuticals and the performance of our generics program in our Pharma segment, the impact of the acquisitions of MSO platforms and ADS, and growth from existing customers in our GMPD segment.

This increase was partially offset by the $184 million pre-tax goodwill impairment charge recognized in fiscal 2026 related to the Navista & Integrated Oncology Network ("ION") reporting unit within our Pharma segment, higher cash and share-based compensation costs resulting from the timing of acquisitions within The Specialty Alliance, and $171 million of net recoveries in class action antitrust litigation recognized in fiscal 2025.

See "Critical Accounting Policies and Sensitive Accounting Estimates" section of this MD&A and [Note 4](#i23f7d83fe0ee4db099ac85997bee14ea_127) of the "Notes to the Consolidated Financial Statements" for further information on the goodwill impairment.

Non-GAAP operating earnings for fiscal 2026 increased 30% to $3.6 billion from the prior year, primarily driven by the increased contribution from branded and specialty pharmaceuticals and the performance of our generics program in our Pharma segment and the impact of the acquisitions of MSO platforms and ADS.

| State opioid assessment related to prior fiscal years | | | (0.05) | | | | | | — | | | | | | | | | | | | | | | | | | | | |

| Impairment of equity interest in Outcomes (4) | | | 0.50 | | | | | | — | | | | | | | | | | | | | | | | | | | | |

(3)For fiscal 2026, impairments and (gain)/loss on disposals of assets, net included a pre-tax goodwill impairment charge of $184 million related to the Navista & ION reporting unit within the Pharma segment.

(4)During fiscal 2026, we recognized a pre-tax impairment charge of $122 million in connection with the observed reduction of the estimated fair value of the Outcomes business, of which we hold a 16 percent equity interest.

GAAP diluted EPS for fiscal 2026 increased 12 percent to $7.23 from the prior year, primarily due to the factors impacting GAAP operating earnings discussed in the preceding section and favorable changes in discrete tax items, partially offset by increased interest expense and the impairment of our equity interest in Outcomes.

Pharma Segment

Solaris Health Acquisition

The Specialty Alliance is our multi-specialty MSO platform, which is primarily comprised of GIA, Urology America, Solaris Health, and other gastroenterology- and urology-focused practices.

Additionally, Navista is our oncology MSO platform, which is primarily comprised of ION and other oncology-focused practices.

There are a number of proposed and adopted U.S. government policy initiatives being considered that could directly or indirectly impact pharmaceutical manufacturer list prices for branded pharmaceutical products.

The Inflation Reduction Act has and will continue to adversely impact our revenue by capping prices for certain drugs; however, our profitability has not been negatively impacted.

The extent of any future impacts is uncertain and may vary depending on the timeline for implementation and the extent of any price reductions.

An April 2026 proclamation issued by the President of the United States imposed tariffs on imports of branded pharmaceutical products and associated ingredients imported into the United States.

If pharmaceutical manufacturers raise their prices or stop importing certain products, we could experience increased costs or supply disruptions which may impact our financial results.

Demand growth for GLP-1 medications began to moderate in fiscal year 2026 and we expect future demand growth moderation to continue; however, demand for these medications is unpredictable.

Additionally, while generic pharmaceutical products are not currently subject to U.S. tariffs, it is possible that this may change in the future, which may impact our costs or decrease available supply.

International Emergency Economic Powers Act ("IEEPA")Tariffs

In February 2025, the United States imposed tariffs under the IEEPA on certain goods, materials, and products imported into the United States from countries where we do business.

In February 2026, the U.S. Supreme Court ruled that the IEEPA tariffs were unlawful.

Subsequent to this ruling, U.S. Customs and Border Protection (the "CBP") worked to establish a phased process to administer refunds required by the Supreme Court ruling.

In April 2026 and June 2026, the U.S. Government launched its program to administer refund requests under Phase 1 and Phase 2, respectively, and additional phases are expected to be communicated in the future.

The majority of our refund requests fall under Phase 2.

Our refund requests under Phases 1 and 2 have been submitted and accepted by the CBP.

We expect that the remainder of our refund requests will be submitted in later phases or through other established mechanics.

Since February 2025, we have paid approximately $200 million in IEEPA tariffs, related to products that we source, manufacture or distribute, primarily in our GMPD segment.

After receiving refunds of IEEPA tariffs from the U.S. Government, we expect to return to customers the portion of those refunds that reflect the estimated increased prices paid related to IEEPA tariffs.

During the fourth quarter of fiscal 2026, we recorded a receivable of approximately $200 million in relation to the expected refund of IEEPA tariffs from the U.S. Government.

This resulted in a net benefit to operating earnings of approximately $100 million during the three months ended June 30, 2026, primarily due to the recording of a corresponding expense related to the payments to customers.

The net operating earnings impact was immaterial for fiscal 2026, due to the timing of tariff related expense recognition and the IEEPA tariff refund.

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| | | | [Introduction](#ic4dac0c833bc4c0eb6ce25fa9faee267_7) | | | [2](#ic4dac0c833bc4c0eb6ce25fa9faee267_7) | | |

| | | | [Business](#ic4dac0c833bc4c0eb6ce25fa9faee267_64) | | | [25](#ic4dac0c833bc4c0eb6ce25fa9faee267_64) | | |

| | | | [Cybersecurity](#ic4dac0c833bc4c0eb6ce25fa9faee267_70) | | | [41](#ic4dac0c833bc4c0eb6ce25fa9faee267_70) | | |

| | | | [Properties](#ic4dac0c833bc4c0eb6ce25fa9faee267_73) | | | [42](#ic4dac0c833bc4c0eb6ce25fa9faee267_73) | | |

| | | | [Reports](#ic4dac0c833bc4c0eb6ce25fa9faee267_82) | | | [45](#ic4dac0c833bc4c0eb6ce25fa9faee267_82) | | |

| | | | [Exhibits](#ic4dac0c833bc4c0eb6ce25fa9faee267_172) | | | [84](#ic4dac0c833bc4c0eb6ce25fa9faee267_172) | | |

| | | | [Signatures](#ic4dac0c833bc4c0eb6ce25fa9faee267_181) | | | [90](#ic4dac0c833bc4c0eb6ce25fa9faee267_181) | | |

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The increases in both GAAP and non-GAAP operating earnings were driven by the increased contribution from branded and specialty pharmaceutical products and the acquisitions of MSO platforms and ADS, partially offset by the expiration of the OptumRx contracts.

The increase to GAAP operating earnings was primarily driven by the favorable comparison to the prior year, which included pre-tax non-cash goodwill impairment charges of $675 million related to the GMPD segment.

Cash provided by operating activities also includes the impact of payments totaling $798 million related to opioid litigation.

ADS serves approximately 500,000 patients annually providing diabetes therapies from leading manufacturers.

ADS is part of our at-Home Solutions operating segment and its results are reported in Other.

Beginning on the third anniversary of the closing, we have the ability to exercise a call right to purchase up to 100 percent of the remaining outstanding equity.

GIA's MSO provides services to over 900 physicians across 345 practice locations in 20 states.

In recognition of the expansion into new practice areas, in June 2025, we announced that these businesses would be called The Specialty Alliance.

We consolidate the results of The Specialty Alliance in our consolidated financial statements and report those consolidated results within our Pharma segment.

We financed the acquisitions of GIA, Urology America, and ADS with a combination of cash on hand and cash proceeds from the new debt financing as described in [Note 7](#ic4dac0c833bc4c0eb6ce25fa9faee267_133) of the "Notes to Consolidated Financial Statements".

Integrated Oncology Network ("ION")

ION is a management services organization that supports more than 50 practice sites in 10 states representing more than 100 providers.

ION supports a continuum of care across its member sites including medical oncology, radiation oncology, urology, and other ancillary services.

As part of the transaction, ION has been integrated into Navista, our managed services organization intended to enhance efficiency for providers and patients, enable additional capabilities, and increase practice profitability of independent community oncologists.

These acquisitions have positively impacted their respective segment revenue and segment profit while increasing amortization and acquisition-related costs and acquisition-related cash and share-based compensation costs during fiscal 2025.

Those impacts are expected to continue in fiscal 2026 and beyond.

It is also possible that we could experience supply disruptions or shortages as a result of tariffs or other protective measures.

If we are not able to offset the impact of tariffs through price increases or otherwise mitigate the impacts, our financial results could be negatively impacted.

Additionally, if tariffs are modified in the future, or our preliminary information is incorrect regarding their impact, we may not be able to respond to such changes appropriately or in a timely manner and our financial results could be negatively impacted.

In April 2024, we announced that our pharmaceutical distribution contracts with OptumRx would expire at the end of June 2024.

Sales to OptumRx generated 17 percent of our consolidated revenue in fiscal 2024.

The expiration of the OptumRx contracts and unwinding of the negative net working capital associated with the contracts adversely impacted our results of operations, including segment profit, financial condition, and cash flows, during fiscal 2025.

During fiscal 2025 and 2024, we saw increased demand for GLP-1 pharmaceuticals and our sales increased significantly, despite periodic supply shortages.

Future demand and reimbursement for these medications is unpredictable and our ability to meet demand may be impacted by supply constraints.

BioPharma Solutions

BioPharma Solutions consists of services to biopharmaceutical manufacturers and healthcare providers including, among other things, Specialty Networks, third-party logistics ("3PL"), group purchasing organizations ("GPOs"), our Sonexus patient access and support programs, regulatory and clinical consulting, and real world data and evidence.

The frequency, timing, magnitude, and profit impact of customer demand, new product launches, and our ongoing investments are subject to risks and uncertainties.

The performance of our MSO platforms positively impacted the year-over-year comparison of Pharma segment profit during fiscal 2025 due to the acquisitions of GIA and ION.

Volumes