Cardinal Health 8-K 2025-10-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2025

Cardinal Health, Inc.

(Exact name of registrant as specified in its charter)

7000 Cardinal Place, Dublin, Ohio 43017

(614) 757-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. p

Item 1.01 Entry Into A Material Definitive Agreement

On October 7, 2025, Cardinal Health, Inc. (the “Company”), Bank of America, N.A., as Administrative Agent and each lender from time to time party thereto entered into a 364-Day Credit Agreement (the “Credit Agreement”). This Company entered into the Credit Agreement following the expiration of the 364-Day Credit Agreement into which it entered in October, 2024.

The Credit Agreement, among other things, allows the Company access to $1.0 billion of revolving credit through October 6, 2026 (the “Termination Date”). The Company is permitted, subject to certain conditions specified in the Credit Agreement, to elect to have the principal of any loans outstanding on the Termination Date converted into non-revolving term loans, which shall be repaid in full on the date that is one year after the Termination Date.

The Credit Agreement contains customary representations and affirmative and negative covenants. The financial covenant in the Credit Agreement requires the Company to maintain, as of the last day of any fiscal quarter, a Consolidated Net Leverage Ratio, as such term is defined in the Credit Agreement and subject to certain conditions contained therein, of no greater than 3.75 to 1.00. The Credit Agreement also contains customary events of default (including non-payment of principal or interest and breaches of covenants). This revolving credit facility may be used for general corporate purposes and backs the Company's commercial paper program.

The descriptions of the provisions of the Credit Agreement are summary in nature and are qualified in their entirety by reference to the full and complete terms of the Credit Agreement, which is filed herewith as Exhibit 10.1.

Certain of the financial institutions party to the Credit Agreement and the Issuing and Paying Agency Agreement or their respective affiliates, and the dealers under the Company’s commercial paper program, have performed and may in the future perform various lending, commercial banking, investment banking, financial advisory, securitization, trustee or other services for the Company. The Company pays these financial institutions customary fees and expenses for these services.

Item 9.01: Financial Statements and Exhibits

(d) Exhibits

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.