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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): May 23, 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 May 27,
2026, Cencora, Inc. (the “Company”) announced that Eva C. Boratto has been appointed Executive Vice President and Chief
Financial Officer of the Company (the “Appointment”), effective June 29, 2026 (the “Effective Date”). Ms. Boratto
succeeds James F. Cleary, who will be retiring from his role as Executive Vice President and Chief Financial Officer as previously disclosed.
Mr. Cleary will serve in an advisory capacity through the end of 2026.
Ms. Boratto,
age 59, most recently served as Chief Financial Officer of Bath & Body Works, Inc. since August 2023. Prior to that,
she served as Chief Financial Officer of Opentrons Labwork Inc., a privately held life sciences company, from February 2022 to July 2023.
She previously spent 12 years at CVS Health Corporation as Executive Vice President and Chief Financial Officer (2018 to 2021), Executive
Vice President, Controller and Chief Accounting Officer (2017 to 2018), Senior Vice President and Chief Accounting Officer (2013 to 2017),
and Senior Vice President for Pharmacy Benefit Management Finance (2010 to 2013). Earlier in her career, Ms. Boratto spent 20 years
at Merck & Co., Inc. in a number of leadership roles, including Vice President U.S. Market Finance Leader. Ms. Boratto
serves on the board of directors of Mars, Inc., where she is Chair of the Audit Committee, and currently serves on the board of directors of United
Parcel Service, Inc., where she is Chair of the Audit Committee. Ms. Boratto earned a Master of Business Administration from
Drexel University and a Bachelor of Science in Accounting and Economics from Rutgers University.
On May 23,
2026, the Company and Ms. Boratto entered into an employment agreement (the “Employment Agreement”) in the form for executive
officers previously filed by the Company as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 16, 2024 (the “August 2024 8-K”), which will become effective as of the Effective
Date. Ms. Boratto will be (i) paid an annual base salary of $1,000,000, (ii) eligible for an annual bonus target of 100%
of base salary, and (iii) eligible for the same long-term and short-term incentive arrangements as provided for other executive officers
of the Company, as described in the “Compensation Discussion and Analysis” section of the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on January 22, 2026. The Employment Agreement covers termination (including
in the event of a change in control) and severance benefits and includes non-competition, confidentiality, and related provisions as described
under “Named Executive Officer Employment Agreements” in Item 5.02 of the August 2024 8-K, which is incorporated herein
by reference.
On May 23,
2026, the Company and Ms. Boratto entered into a Sign-on Bonus Reimbursement Agreement which provides for a one-time cash sign-on
bonus of $2,000,000, which is subject to repayment to the Company in the event of Ms. Boratto’s resignation (except in the
case of death or disability), breach of the Employment Agreement or termination for Cause (as defined in the Employment Agreement), in
declining percentages based on the time elapsed since the Effective Date and ending on the one-year anniversary thereof.
Ms. Boratto
will also receive a one-time restricted stock unit award under the Company’s 2022 Omnibus Incentive Plan with a value of $6,000,000,
subject to three-year ratable vesting, to be granted on the Effective Date.
The
Company also entered into its standard form of Indemnification Agreement for directors and executive officers with Ms. Boratto
on May 23, 2026, which will become effective on the Effective Date. The form of the indemnification
agreement was previously filed by the Company as Exhibit 10.1 to the August 2024 8-K. The description of the form of
indemnification agreement in Item 1.01 of the August 2024 8-K is incorporated herein by reference.
The
foregoing summaries of the Employment Agreement, Indemnification Agreement, and Sign-on Bonus Reimbursement Agreement are
qualified in their entireties by reference to the full text of each agreement, which are Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3,
respectively, to this Current Report on Form 8-K (“Current Report”) and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
May 27, 2026, the Company issued a press release announcing the Appointment in which the Company also reaffirmed its previously issued
adjusted diluted earnings per share guidance range of $17.70 to $17.90 for fiscal year 2026, and also reaffirmed its long-term guidance
for adjusted operating income growth of 7% to 10% and adjusted diluted earnings per share growth of 10% to 14%. A copy of the press release
is attached as Exhibit 99.1 and incorporated herein by reference.
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 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.
Supplemental Information Regarding Non-GAAP Financial
Measures
To supplement the
financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses the non-GAAP financial
measures described below. The non-GAAP financial measures should be viewed in addition to, and not in lieu of, financial measures calculated
in accordance with GAAP. These supplemental measures may vary from, and may not be comparable to, similarly titled measures by other companies.
The non-GAAP financial
measures are presented because management uses non-GAAP financial measures to evaluate the Company’s operating performance, to perform
financial planning, and to determine incentive compensation. Therefore, Cencora believes that the presentation of non-GAAP financial measures
provides useful supplementary information to, and facilitates additional analysis by, investors. The presented non-GAAP financial measures
exclude items that management does not believe reflect the Company’s core operating performance because such items are outside the
control of the Company or are inherently unusual, non-operating, unpredictable, non-recurring, or non-cash.
The Company does
not provide a reconciliation for non-GAAP financial measures on a forward-looking basis to the most comparable GAAP financial measures
on a forward-looking basis because it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and
the information is not available without unreasonable effort due to the uncertainty and potential variability of reconciling items, which
are dependent on future events, are out of the Company’s control and/or cannot be reasonably predicted, and the probable significance
of which cannot be determined.
We have included
the following non-GAAP financial measures in this Current Report and the press release attached as Exhibit 99.1:
| · | Adjusted
operating income: Adjusted operating income is a non-GAAP financial measure that excludes
gains from antitrust litigation settlements; LIFO expense (credit); Türkiye highly inflationary
impact; acquisition-related intangibles amortization; litigation and opioid-related (credit)
expenses, net; acquisition and divestiture-related deal and integration expenses; restructuring
and other expenses, net; and impairment of assets, including goodwill. Management believes
that this non-GAAP financial measure is useful to investors as a supplemental way to evaluate
the Company’s performance because these do not reflect unusual, non-operating, unpredictable,
non-recurring or non-cash amounts or items that are outside the control of the Company.
|
| · | Adjusted
diluted earnings per share: Adjusted diluted earnings per share excludes the per share impact
of adjustments including gains from antitrust litigation settlements; Türkiye highly
inflationary impact; LIFO expense (credit); acquisition-related intangibles amortization;
litigation and opioid-related (credit) expenses, net; acquisition and divestiture-related
deal and integration expenses; restructuring and other expenses, net; impairment of assets,
including goodwill; the remeasurement gain related to the acquisition of OneOncology; (loss)
on remeasurement of an equity investment; the gain (loss) on the currency remeasurement related
to 2020 Swiss tax reform; and the loss on divestiture of non-core businesses, in each case
net of the tax effect calculated using the applicable effective tax rate for those items.
In addition, the per share impact of certain discrete tax items and the per share impact
of amortization of deferred tax assets relating to 2020 Swiss tax reform are also excluded
from adjusted diluted earnings per share. Management believes that this non-GAAP financial
measure is useful to investors because it eliminates the per share impact of the items that
are outside the control of the Company or that we consider to not be indicative of ongoing
operating performance due to their inherent unusual, non-operating, unpredictable, non-recurring,
or non-cash nature.
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
Description |
| |
|
| 10.1 |
Form of 2024 Employment Agreement applicable to Executive Officers (incorporated
by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 16, 2024). |
| 10.2 |
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed on August 16, 2024). |
| 10.3 |
Sign-on Bonus Reimbursement Agreement, dated as of May 23, 2026, between the Company and Eva Boratto. |
| 99.1 |
Press Release of Cencora, Inc., dated May 27, 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: |
May 29, 2026 |
By: |
/s/ Robert P. Mauch |
| |
|
Name: |
Robert P. Mauch |
| |
|
Title: |
President and Chief Executive Officer |
Exhibit 99.1
Cencora
Appoints Eva Boratto as Executive Vice President and Chief Financial Officer
Cencora reaffirms fiscal
2026 and long-term financial guidance
CONSHOHOCKEN, PA, May 27, 2026 —
Cencora, Inc. (NYSE: COR) today announced Eva C. Boratto has been appointed Executive Vice President and Chief
Financial Officer of the Company, effective June 29, 2026. Ms. Boratto succeeds James F. Cleary, who will be retiring from
his role as Executive Vice President and Chief Financial Officer as previously announced. Mr. Cleary will serve in an advisory capacity
through the end of 2026 to help ensure a smooth transition.
Ms. Boratto is an experienced public company executive with considerable
financial and operational experience across the healthcare and consumer sectors. She most recently served as Chief Financial Officer of
Bath & Body Works, Inc., where she played a key leadership role in the company’s multi-year transformation strategy.
During her tenure, the company strengthened its financial discipline; this work included the company’s Fuel for Growth program,
which delivered more than $300 million in cumulative cost savings, supporting strategic reinvestment. She previously spent 12 years at
CVS Health Corporation, where she held leadership roles, including Chief Financial Officer, and played a key role in developing and executing
the company’s growth strategy, digitization investments and the integration of the company’s acquisition of Aetna. Ms. Boratto
serves on the board of Mars, Inc., where she is Chair of the Audit Committee, and currently serves on the board of United Parcel
Service, Inc., where she is Chair of the Audit Committee.
“Eva is a purpose-driven executive with deep healthcare experience
and strong financial and operational expertise, and we are pleased to welcome her,” said Robert P. Mauch, President and Chief Executive
Officer of Cencora. “Her experience leading complex, global finance organizations and a track record of financial discipline and
execution make her the right finance leader for Cencora. We believe she will be a great addition to the team as we continue executing
our pharmaceutical-centric strategy and advancing our core growth priorities to drive sustainable shareholder value creation.”
“Cencora plays a pivotal role at the
center of the global pharmaceutical supply chain, and I am delighted to join this purpose-driven organization and help advance its
growth strategy,” said Ms. Boratto. “I look forward to working with Bob and the rest of the leadership team as we
build on Cencora’s track record of execution and growth.”
Mr. Mauch added, “On behalf of the Cencora team, I
want to thank Jim for his years of leadership and significant contributions to Cencora. We wish him all the best in his next chapter.”
Fiscal 2026 and Long-Term Guidance Expectations
Cencora is reaffirming its previously issued adjusted diluted EPS guidance
range of $17.70 to $17.90 for fiscal year 2026. On May 21, 2026, Cencora updated its fiscal year 2026 guidance for adjusted diluted
EPS from a previous range of $17.65 to $17.90, as a result of opportunistic share repurchases completed in May.
Cencora is also reaffirming its long-term guidance for adjusted operating
income growth of 7% to 10% and adjusted diluted EPS growth of 10% to 14%.
About Eva C. Boratto
Ms. Boratto most recently served as Chief Financial Officer
of Bath & Body Works, where she played a key role in shaping the company’s financial priorities and led initiatives
to reposition the business, optimize its store footprint and invest in digital capabilities to drive profitable growth. Previously,
Ms. Boratto spent 12 years in leadership roles at CVS Health Corporation, most recently serving as Executive Vice President and
Chief Financial Officer. Earlier in her career, Ms. Boratto held leadership positions of increasing responsibility at
Merck & Co., Inc., including financial oversight of the company’s $15 billion U.S. pharmaceutical business,
driving the transformation and growth of its global vaccines business and leading investor relations. Ms. Boratto serves on the
board of directors of Mars, Inc., where she is Chair of the Audit Committee, and currently serves on the board of directors of
United Parcel Service, Inc., where she is Chair of the Audit Committee. Ms. Boratto earned a Master of Business
Administration from Drexel University and a Bachelor of Science in Accounting and Economics from Rutgers University.
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 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.
Bennett S. Murphy
Senior Vice President, Investor Relations & Enterprise
Productivity
bennett.murphy@cencora.com
Source: Cencora