Ellen G. Cooper joins Cencora (COR) board as 11th director

Rhea-AI Filing Summary

Cencora, Inc. reported that its Board of Directors appointed Ellen G. Cooper as a director, effective January 20, 2026. To accommodate this change, the Board increased its size from ten to eleven members under the company’s Amended and Restated Bylaws.

Ms. Cooper will receive the same compensation and benefits as other non-employee directors under Cencora’s Compensation Policy for Non-Employee Directors, with all cash and equity amounts pro-rated from her appointment date through the company’s 2026 Annual Meeting of Stockholders. The company states there are no arrangements or understandings with other persons regarding her appointment, no family relationships with existing directors or executive officers, and no related-party transactions requiring disclosure. She has not yet been named to any Board committees.

Cencora also issued a news release on January 22, 2026 announcing the appointment, which is furnished as Exhibit 99.1 to this report.

false 0001140859 0001140859 2026-01-20 2026-01-20 0001140859 us-gaap:CommonStockMember 2026-01-20 2026-01-20 0001140859 COR:Sec2.875SeniorNotesDue2028Member 2026-01-20 2026-01-20 0001140859 COR:Sec3.625SeniorNotesDue2032Member 2026-01-20 2026-01-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 20, 2026

Cencora, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-16671

Delaware		23-3079390
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1 West First Avenue Conshohocken, PA		19428-1800
(Address of principal executive offices)		(Zip Code)

(610) 727-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock	COR	New York Stock Exchange (NYSE)
2.875% Senior Notes due 2028	COR28	New York Stock Exchange (NYSE)
3.625% Senior Notes due 2032	COR32	New York Stock Exchange (NYSE)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company ¨

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

On January 20, 2026, the Board of Directors (the “Board”) of Cencora, Inc. (the “Company”) appointed Ellen G. Cooper to serve on the Board (the “Appointment”), effective immediately. In connection with the Appointment, the Board increased from ten to eleven members in accordance with the Company’s Amended and Restated Bylaws.

 Ms. Cooper will receive the same benefits and compensation as the other non-employee directors on the Board pursuant to the Company’s Compensation Policy for Non-Employee Directors, as described on pages 40 to 41 of the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on January 23, 2025. All such compensation, including the non-employee director annual equity award, will be pro-rated for the period beginning on the effective date of the Appointment and ending on the date of the Company’s 2026 Annual Meeting of Stockholders.

 There are no arrangements or understandings between Ms. Cooper and any other persons pursuant to which Ms. Cooper was appointed as a director. There are no family relationships between Ms. Cooper and any director or executive officer of the Company, and the Company has not entered into any transactions with Ms. Cooper that would require disclosure under Item 404(a) of Regulation S-K. At this time, Ms. Cooper has not been named to serve on any committees of the Board.

Item 7.01. Regulation FD Disclosure.

On January 22, 2026, the Company issued a news release announcing the Appointment. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated January 22, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL)

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.

	Cencora, Inc.
January 22, 2026	By:	/s/ James F. Cleary
		Name:	James F. Cleary
		Title:	Executive Vice President and Chief Financial Officer

FAQ

What board change did Cencora (COR) disclose in this Form 8-K?

Cencora, Inc. disclosed that its Board of Directors appointed Ellen G. Cooper as a director, effective January 20, 2026, and increased the Board size from ten to eleven members.

When did Ellen G. Cooper’s appointment to Cencora (COR)’s board become effective?

Ellen G. Cooper’s appointment to Cencora’s Board of Directors became effective on January 20, 2026.

How will Ellen G. Cooper be compensated as a Cencora (COR) director?

Ellen G. Cooper will receive the same non-employee director compensation and benefits as other Cencora directors under the company’s Compensation Policy for Non-Employee Directors, with all elements, including the annual equity award, pro-rated from her appointment date through the 2026 Annual Meeting of Stockholders.

Does Cencora (COR) report any related-party relationships with Ellen G. Cooper?

Cencora states there are no arrangements or understandings with other persons regarding Ms. Cooper’s appointment, no family relationships between her and any director or executive officer, and no transactions with her that require disclosure under Item 404(a) of Regulation S-K.

Is Ellen G. Cooper serving on any Cencora (COR) board committees?

Cencora reports that, at this time, Ellen G. Cooper has not been named to serve on any committees of the Board.

What additional disclosure did Cencora (COR) provide about the new director appointment?

Cencora issued a news release on January 22, 2026 announcing Ellen G. Cooper’s appointment; this press release is furnished as Exhibit 99.1 to the report and is not deemed filed for liability purposes under Section 18 of the Exchange Act.