CARDINAL HEALTH INC

Certain Commercial Practices

Although our agreements with manufacturers sometimes require us to maintain inventory levels within specified ranges, our distribution businesses are generally not required by our customers to maintain particular inventory levels other than as needed to meet service level requirements. Certain customer contracts require us to maintain sufficient inventory to meet emergency demands, but we do not believe those requirements materially affect inventory levels.

Our customer return policies generally require that the product be physically returned, subject to restocking fees. We only allow customers to return product for credit that can be added back to inventory and resold at full value, or that can be returned to vendors for credit.

We offer market payment terms to our customers.

CEO Equity Award Agreements

On August 13, 2024, the Human Resources and Compensation Committee of Cardinal Health’s board of directors approved changes to the forms of restricted share units (“RSUs”) and performance shares units (“PSUs”) agreements that are expected to be used for future RSU and PSU award grants to our Chief Executive Officer, Jason M. Hollar. Under these forms of award agreements, in the event of a termination of Mr. Hollar’s employment by Cardinal Health without “cause” (as such term is defined in the Cardinal Health, Inc. 2021 Long-Term Incentive Plan, as amended) unvested RSU awards held by Mr. Hollar will become vested on a pro-rata basis, based on the portion of the applicable vesting period which has elapsed as of the date of the termination. In addition, PSU awards will remain eligible to vest (based on actual performance) on a pro-rata basis, based on the portion of the applicable performance period which has elapsed as of the date of the termination. This description of the forms of award agreements expected to be used for Mr. Hollar’s future grants is qualified in its entirety by the text of the forms of award agreements, which are attached hereto as Exhibits 10.1.10 and 10.1.11 to this Form 10-K.

Rule 10b5-1 Plan Adoptions and Modifications

During the quarter ended June 30, 2024, no director or officer adopted, modified orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule10b5-1 trading arrangement" as each term is defined in Section 408(a) of Regulation S-K under the Exchange Act.