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[8-K] Cencora, Inc. Reports Material Event

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8-K

Rhea-AI Filing Summary

Cencora, Inc. has announced that James F. Cleary will retire as Executive Vice President and Chief Financial Officer, effective June 30, 2026. He will assist with the search for a successor and continue in an advisory capacity through the end of 2026 to support a smooth leadership transition.

Cleary, age 62, has served as Cencora’s CFO since November 2018 and previously led MWI Veterinary Supply as CEO for over a decade before joining Cencora in 2015. The company stated that his retirement is not related to any disagreement over operations, policies, or practices.

Alongside the leadership news, Cencora reaffirmed its previously issued adjusted diluted EPS guidance for fiscal year 2026, maintaining a range of $17.45 to $17.75. Cencora highlights its scale as a global pharmaceutical solutions organization with more than $300 billion in annual revenue and over 51,000 team members worldwide.

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Insights

Cencora pairs CFO retirement news with reaffirmed 2026 EPS guidance.

Cencora disclosed that long-serving CFO James F. Cleary will retire effective June 30, 2026, after serving as CFO since November 2018. He remains through year-end 2026 in an advisory role, and an executive search firm is engaged to evaluate internal and external successors.

The company explicitly notes his decision is not due to disagreements over operations, policies, or practices, which helps frame this as a planned transition. At the same time, Cencora reaffirmed its fiscal 2026 adjusted diluted EPS guidance range of $17.45 to $17.75, signaling management’s continued confidence in the current financial outlook.

The combination of a structured transition plan and guidance reaffirmation suggests continuity rather than abrupt change. Subsequent disclosures in future reports may provide additional detail on the incoming CFO and any evolution in financial strategy, but this announcement alone reads as an orderly leadership handoff.

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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 5.02Departure 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

 

 

 

Filing Exhibits & Attachments

5 documents
Cencora Inc.

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