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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 17, 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. |
On March 17, 2026, Cencora, Inc.
(the “Company”) announced that James F. Cleary will retire as Executive Vice President and Chief Financial Officer of the
Company effective June 30, 2026. Mr. Cleary’s decision to retire from his position was not the result of a disagreement
on any matter related to the Company’s operations, policies or practices.
| Item 7.01 |
Regulation FD Disclosure. |
On
March 17, 2026, the Company issued a press release announcing the retirement of Mr. Cleary in which the Company also reaffirmed
its previously issued adjusted diluted earnings per share guidance range for fiscal year 2026. A copy of the press release is attached
as Exhibit 99.1.
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 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. 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 such forward-looking statements, but the absence of these words does not mean the statement is not forward-looking.
These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances and
speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates
that could prove incorrect or could cause actual results to vary materially from those indicated. A more detailed discussion of the risks
and uncertainties that could cause our actual results to differ materially from those indicated is included (i) in the “Risk Factors”
and “Management’s Discussion and Analysis” sections in the Company’s Annual Report on Form 10-K for the fiscal year ended September
30, 2025 and elsewhere in that report and (ii) in other reports filed by the Company pursuant to the Exchange Act. The Company undertakes
no obligation to publicly update or revise any forward-looking statements, except as required by the federal securities laws.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Press Release of Cencora, Inc., dated March 17, 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. |
| |
|
|
|
| Date: |
March 17, 2026 |
By: |
/s/ Elizabeth S. Campbell |
| |
|
Name: |
Elizabeth S. Campbell |
| |
|
Title: |
Executive Vice President and Chief Legal Officer |
Exhibit 99.1
CENCORA ANNOUNCES
FINANCIAL LEADERSHIP TRANSITION
Cencora reaffirms
fiscal 2026 financial guidance
CONSHOHOCKEN,
PA, March 17, 2026 — Cencora, Inc. (NYSE: COR) today announced that James F. Cleary will retire as Executive Vice
President and Chief Financial Officer effective June 30, 2026. Cencora has engaged an executive search firm to identify and evaluate
potential successors from internal and external candidates. Mr. Cleary will assist in the search process and will serve in an advisory
capacity through the end of 2026 to help ensure a smooth transition.
Mr. Cleary,
62, has served as Cencora’s CFO since November 2018. He joined the Company in February 2015, following its acquisition
of MWI Veterinary Supply, where he had served as Chief Executive Officer for over a decade.
“On behalf
of the Board and Enterprise Leadership Team, I want to thank Jim for his years of pragmatic leadership, strategic insight and consistent
financial stewardship,” said Robert P. Mauch, President and Chief Executive Officer of Cencora. “Jim retires with an outstanding
track record of driving growth and shareholder value during his over 20 years as a public company executive.”
“I have had
the pleasure of working with Jim for twelve years,” said Mark Durcan, Chair of Cencora’s Board of Directors. “He is
a consistent, thoughtful and practical leader with a demonstrated track record of connecting strategic vision and business acumen for
the organizations he’s been a part of. We appreciate that Jim will remain with Cencora for the next several months and we wish
him the best in his next chapter.”
“Working
with this team has been the highlight of my career,” said Cleary. “I’m very proud of what we accomplished together
at Cencora, enhancing value for all stakeholders. As I step into my next chapter, I do so with great confidence in Cencora and the
talented people across the company.”
Cencora is also
reaffirming its previously issued adjusted diluted EPS guidance range of $17.45 to $17.75 for fiscal year 2026.
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
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”). 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 such forward-looking statements,
but the absence of these words does not mean the statement is not forward-looking. These statements are based on management’s current
expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not
guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results
to vary materially from those indicated. A more detailed discussion of the risks and uncertainties that could cause our actual results
to differ materially from those indicated is included (i) in the “Risk Factors” and “Management's Discussion and
Analysis” sections in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and
elsewhere in that report and (ii) in other reports filed by the Company pursuant to the Securities Exchange Act. The Company undertakes
no obligation to publicly update or revise any forward-looking statements, except as required by the federal securities laws.
Contact:
Bennett S. Murphy
Senior Vice President, Investor
Relations & Enterprise Productivity
bennett.murphy@cencora.com