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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): March 21, 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 7.01 Regulation
FD Disclosure.
On March 23, 2026, Cencora, Inc. (the
“Company”) issued a press release announcing that it has entered into a definitive agreement to
acquire EyeSouth Partners’ retina business. The definitive agreement was entered into on March 21, 2026 and a copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 of this Current
Report, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission (“SEC”) 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.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this Current
Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act. Such forward-looking statements may include, without limitation, statements about the proposed transaction
with EyeSouth Partners, the expected timetable for completing the proposed transaction, the benefits of the proposed transaction, future
opportunities for the Company and EyeSouth Partners and any other statements regarding the Company’s or EyeSouth Partners’
future operations, financial or operating results, anticipated business levels, future earnings, planned activities, anticipated growth,
market opportunities, strategies, and other expectations for future periods. Words such as “aim,” “anticipate,”
“believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “on track,” “opportunity,” “plan,” “possible,”
“potential,” “predict,” “project,” “seek,” “should,” “strive,”
“sustain,” “synergy,” “target,” “will,” “would” and similar expressions are
intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those
expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not
limited to: the parties’ ability to meet expectations regarding the timing of the proposed transaction; the parties’ ability
to consummate the proposed transaction; the regulatory approvals required for the proposed transaction not being obtained on the terms
expected or on the anticipated schedule or at all; inherent uncertainties involved in the estimates and judgments used in the preparation
of financial statements and the providing of estimates of financial measures, in accordance with GAAP and related standards, or on an
adjusted basis; the Company’s or EyeSouth Partners’ failure to achieve expected or targeted future financial and operating
performance and results; the possibility that the Company may be unable to achieve expected benefits, synergies and operating efficiencies
in connection with the proposed transaction within the expected time frames or at all; business disruption being greater than expected
following the proposed transaction; the recruiting and retention of key physicians and employees being more difficult following the proposed
transaction; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the impacts of competition;
changes in the economic and financial conditions of the business of the Company or EyeSouth Partners; the Company’s de-leveraging
plans and the ability of the Company to maintain its investment grade rating; and uncertainties and matters beyond the control of management
and other factors described under “Risk Factors” in the Company’s Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and other filings with the SEC. You can access the Company’s filings with the SEC through the SEC website at www.sec.gov or
through the Company’s website, and the Company strongly encourages you to do so. Except as required by applicable law, the Company
undertakes no obligation to update any statements herein for revisions or changes after the date of this communication.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Press Release, dated March 23, 2026, of Cencora, Inc. |
| 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: |
March 23, 2026 |
By: |
/s/ Robert P. Mauch |
| |
|
Name: |
Robert P. Mauch |
| |
|
Title: |
President and Chief Executive Officer |
Exhibit 99.1
CENCORA TO EXPAND RETINA
CONSULTANTS OF AMERICA THROUGH ACQUISITION OF
EYESOUTH PARTNERS’ RETINA BUSINESS
Cencora reaffirms fiscal
2026 financial guidance
CONSHOHOCKEN, PA, March 23, 2026 —
Cencora, Inc. (NYSE: COR) today announced the signing of a definitive agreement to acquire EyeSouth Partners’ retina business for
$1.1 billion. Upon completion of the transaction, the affiliated retina physicians of EyeSouth Partners will join Cencora’s Retina
Consultants of America (“RCA”), a leading management services organization (MSO).
“Driven by a commitment to empower ophthalmologists,
EyeSouth Partners has built a strong regional network of physicians that provides high quality patient care,” said Robert P. Mauch,
President and Chief Executive Officer of Cencora. “By joining RCA, these physicians will become part of an organization with capabilities
designed to provide world-class retina care and be supported by Cencora’s longstanding commitment to community physicians,”
Mauch continued.
“We look forward to collaborating with the
well-trained and respected EyeSouth Partners’ physicians as we work together to advance sight-saving treatment for patients,”
said David Brown, M.D., Chief Medical Officer, RCA.
“We are excited to be joining RCA, which
shares our commitment to delivering exceptional care and advancing the fight against blindness. Our physicians will drive expanded access
to innovative treatments through RCA’s clinical trial and research offerings while continuing to work with EyeSouth Partners to
support patient access across the ophthalmology landscape,” said Atul Sharma, M.D., EyeSouth Partners Board Member.
Cencora expects the acquisition to be slightly
accretive, net of financing costs, to its adjusted diluted EPS in the first twelve months following transaction closing. The transaction
is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Cencora’s reaffirmed
fiscal 2026 financial guidance does not currently contemplate the transaction closing in its fiscal 2026.
Advisors
BofA Securities is serving as lead financial advisor
to Cencora, and Citi is also serving as a financial advisor to Cencora. Sidley Austin LLP is serving as legal advisor to Cencora. Jefferies
LLC is serving as exclusive financial advisor and Kirkland & Ellis LLP as legal advisor to EyeSouth Partners, a portfolio company
of Olympus Partners.
About Cencora
Cencora is a leading global pharmaceutical solutions
organization centered on improving the lives of people and animals around the world. We partner with pharmaceutical innovators across
the value chain to facilitate and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery of
pharmaceuticals, healthcare products, and solutions. Our 51,000+ worldwide team members contribute to positive health outcomes through
the power of our purpose: We are united in our responsibility to create healthier futures. Cencora is ranked #10 on the Fortune 500 and
#18 on the Global Fortune 500 with more than $300 billion in annual revenue. Learn more at investor.cencora.com.
About Retina Consultants of America (RCA)
Retina Consultants of America (RCA), a part of
Cencora, is a network of leading retina specialists with the mission of saving sight and improving patient lives through innovation and
the highest quality care. Through RCA’s physician-centered practice management model, physicians continue to drive clinical care
and practice culture, while benefitting from the business expertise, resources and shared best practices available through RCA.
Cencora’s Cautionary Note Regarding Forward-Looking
Statements
Certain of the statements contained in this press
release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). Such forward-looking statements
may include, without limitation, statements about the proposed transaction with EyeSouth Partners, the expected timetable for completing
the proposed transaction, the benefits of the proposed transaction, future opportunities for Cencora and EyeSouth Partners and any other
statements regarding Cencora’s or EyeSouth Partners’ future operations, financial or operating results, anticipated business
levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, and other expectations for future
periods. Words such as “aim,” “anticipate,” “believe,” “can,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “on
track,” “opportunity,” “plan,” “possible,” “potential,” “predict,”
“project,” “seek,” “should,” “strive,” “sustain,” “synergy,”
“target,” “will,” “would” and similar expressions are intended to identify forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking. Because forward-looking statements inherently involve
risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, but are not limited to: the parties’ ability to meet expectations
regarding the timing of the proposed transaction; the parties’ ability to consummate the proposed transaction; the regulatory approvals
required for the proposed transaction not being obtained on the terms expected or on the anticipated schedule or at all; inherent uncertainties
involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures,
in accordance with GAAP and related standards, or on an adjusted basis; Cencora’s or EyeSouth Partners’ failure to achieve
expected or targeted future financial and operating performance and results; the possibility that Cencora may be unable to achieve expected
benefits, synergies and operating efficiencies in connection with the proposed transaction within the expected time frames or at all;
business disruption being greater than expected following the proposed transaction; the recruiting and retention of key employees being
more difficult following the proposed transaction; the effect of any changes in customer and supplier relationships and customer purchasing
patterns; the impacts of competition; changes in the economic and financial conditions of the business of Cencora or EyeSouth Partners;
Cencora’s de-leveraging plans and the ability of Cencora to maintain its investment grade rating; and uncertainties and matters
beyond the control of management and other factors described under “Risk Factors” in Cencora’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. You can access Cencora’s filings with the SEC through the
SEC website at www.sec.gov or through Cencora’s website, and Cencora strongly encourages you to do so. Except
as required by applicable law, Cencora undertakes no obligation to update any statements herein for revisions or changes after the date
of this communication.
This press release is neither an offer to sell
nor a solicitation of an offer to buy any securities of Cencora. Any such offer will only be made pursuant to a prospectus filed with
the SEC or pursuant to one or more exemptions from the registration requirements of the Securities Act of 1933, as amended.
| Contacts: | Bennett S. Murphy |
| Senior Vice President, Investor Relations and Enterprise Productivity |
| | Bennett.Murphy@cencora.com |