0001140859false00011408592025-11-052025-11-050001140859us-gaap:CommonStockMember2025-11-052025-11-050001140859abc:A5000002.875SeniorNotesDue2028Member2025-11-052025-11-050001140859abc:A5000003.625SeniorNotesDue2032Member2025-11-052025-11-05
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): November 5, 2025
_________________________________
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. o
Item 2.02. Results of Operations and Financial Condition.
Earnings Release for the Fiscal Quarter and Year Ended September 30, 2025
On November 5, 2025, Cencora, Inc. (the “Company”) issued a news release announcing the Company’s earnings for the fiscal quarter and year ended September 30, 2025. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
New Reporting Structure
Recently, Cencora undertook a strategic review of its business to ensure alignment with its growth priorities and strategic drivers. As a result of this review, the Company has reorganized certain business components within its reporting structure. Beginning in the first quarter of fiscal 2026, the Company's reporting structure will be comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions reportable segment will consist of U.S. Human Health (excluding legacy U.S. Consulting Services). The International Healthcare Solutions reportable segment will consist of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex. Other, which is not considered a reportable segment, will consist of businesses for which the Company has begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services and the other components of PharmaLex.
In the attached Exhibit 99.2, which is incorporated herein by reference, the Company is voluntarily furnishing a supplemental disclosure of unaudited revised reportable segment information for each of the quarters of fiscal 2025 and 2024 and the fiscal years ended September 30, 2025 and 2024 under the reporting structure that is expected to be utilized in fiscal 2026 to assist investors in analyzing the changes to its reporting structure.
The information in this Current Report, including the exhibits attached hereto as Exhibit 99.1 and Exhibit 99.2 and the information under Item 7.01 below, is being furnished to the Securities and Exchange Commission 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. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On November 5, 2025, the Company is conducting a conference call and webcast scheduled to be held at 8:30 a.m. Eastern time regarding its results for the fiscal quarter and year ended September 30, 2025 and related matters.
A link to the conference call and slides prepared for the conference call are available on the Company's website at investor.cencora.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| |
| 99.1 | News Release of Cencora, Inc. dated November 5, 2025. |
| 99.2 | Unaudited revised reportable segment information for each of the quarters of fiscal 2025 and 2024 and the fiscal years ended September 30, 2025 and 2024 |
| 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. |
| | | |
| Date: | November 5, 2025 | By: | /s/ James F. Cleary |
| | Name: | James F. Cleary |
| | Title: | Executive Vice President & Chief Financial Officer |
