Cardinal Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$CAH
Other Pharmaceuticals
Health Care
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||||||||||||||
(614 ) 757-5000
(Registrant’s telephone number, including area code)
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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
| Exhibit Number | Exhibit Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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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.
| Cardinal Health, Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | October 10, 2025 | By: | /s/ AARON E. ALT | |||||||||||
| Aaron E. Alt | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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