false
0001140859
0001140859
2026-02-10
2026-02-10
0001140859
us-gaap:CommonStockMember
2026-02-10
2026-02-10
0001140859
COR:Sec2.875SeniorNotesDue2028Member
2026-02-10
2026-02-10
0001140859
COR:Sec3.625SeniorNotesDue2032Member
2026-02-10
2026-02-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 10, 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
February 10, 2026, Cencora, Inc. (the “Company” or “Cencora”) issued a news release announcing that it priced
$500,000,000 aggregate principal amount of the Company’s 3.950% Senior Notes due 2029 (the “2029 Notes”), $500,000,000
aggregate principal amount of the Company’s 4.250% Senior Notes due 2030 (the “2030 Notes”), $500,000,000 aggregate
principal amount of the Company’s 4.600% Senior Notes due 2033 (the “2033 Notes”), $1,000,000,000 aggregate principal
amount of the Company’s 4.900% Senior Notes due 2036 (the “2036 Notes”) and $500,000,000 aggregate principal amount
of the Company’s 5.650% Senior Notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, the 2030 Notes, the
2033 Notes and the 2036 Notes, the “Notes”) in an underwritten registered public offering. The news release is being furnished
with this Current Report as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01. Other
Events.
On
February 10, 2026, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company,
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC on behalf of themselves
and as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement provides
for the issuance and sale by the Company, and the purchase by the Underwriters, of the Notes. The Notes will be senior unsecured obligations
of the Company. The Underwriting Agreement contains representations, warranties, conditions and covenants of the parties thereto as well
as provides for indemnification by each of the Company and the Underwriters against certain liabilities and contribution provisions in
respect of those liabilities. Subject to the closing conditions specified in the Underwriting Agreement, the Company expects to consummate
the sale of the Notes to the Underwriters on February 13, 2026.
The
offer and sale of the Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration
statement on Form S-3 (Registration Statement No. 333-283481) (the “Shelf Registration Statement”), filed with the Securities
and Exchange Commission on November 26, 2024.
If
the sale of the Notes is consummated pursuant to the terms set forth in the Underwriting Agreement, the Company estimates that it
will receive net proceeds of approximately $2.98 billion (after deducting the underwriting discount and offering expenses) from the
sale of the Notes. The Company intends to use the net proceeds of the offering to repay amounts outstanding under the 364-Day Term
Credit Agreement, dated as of January 12, 2026, by and among the Company, the lenders
party thereto, and Citibank, N.A., as administrative agent, pursuant to which the Company obtained a $3.0 billion senior unsecured
term loan facility (the “364-Day Term Loan Facility”), and, to the extent any proceeds remain, for general corporate
purposes.
Certain of the
underwriters and their affiliates have in the past provided, and may in the future provide, investment banking, commercial banking,
derivative transactions and financial advisory services to the Company and its affiliates in the ordinary course of business for
which they have received and may continue to receive customary fees and commissions. Specifically, Citigroup Global Markets Inc.,
J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC or their affiliates and certain other underwriters
have served as underwriters in connection with past senior note offerings by the Company and may serve similar roles in future
securities offerings by the Company. Additionally, the underwriters or their affiliates also serve various roles in the
Company’s multi-currency revolving credit facility dated as of June 4, 2025, as amended: JPMorgan Chase Bank, N.A., an
affiliate of J.P. Morgan Securities LLC, serves as administrative agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank,
N.A., an affiliate of Citigroup Global Markets Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. and Societe
Generale, an affiliate of SG Americas Securities, LLC, serve as joint lead arrangers and joint bookrunners; Bank of America, N.A.,
an affiliate of BofA Securities, Inc., Citibank, N.A., Wells Fargo Bank, National Association, an affiliate of Wells Fargo
Securities, LLC, BNP Paribas, an affiliate of BNP Paribas Securities Corp., and Societe Generale serve as syndication agents;
Toronto-Dominion Bank, New York Branch, an affiliate of TD Securities (USA) LLC, serves as documentation agent; and Truist Bank, an
affiliate of Truist Securities, Inc., serves as a lender. As of December 31, 2025, there were $220.0 million of borrowings
outstanding under the Company’s commercial paper program, which is fully backed by the Company’s multi-currency
revolving credit facility. The underwriters or their affiliates also serve various roles in the Company’s commercial paper
program: Wells Fargo Securities, LLC serves as a dealer. Wells Fargo Bank, National Association is an uncommitted purchaser and a
purchasing agent and related committed purchaser under the Company’s receivables securitization facility. As of December 31,
2025, the Company’s subsidiary, Amerisource Receivables Financial Corporation, had no borrowings outstanding under the
receivables securitization facility. Additionally, certain of the underwriters or their affiliates also serve as lenders, agents and
in other capacities under the Company’s credit facilities. Certain of the underwriters or their affiliates serve as lenders,
agents and in other capacities under the Company’s Term Loan Facility dated as of November 26, 2024: Bank of America, N.A.
serves as administrative agent, BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC
serve as joint lead arrangers and joint bookrunners; Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National
Association serve as syndication agents; and BNP Paribas, Scotia Financing (USA) LLC, an affiliate of Scotia Capital (USA) Inc.,
Toronto-Domininon Bank, New York Branch, and Truist Bank serve as lenders. Certain of the underwriters or their affiliates serve as
lenders, agents and in other capacities under the 364-Day Term Loan Facility, dated as of January
12, 2026: Citibank, N.A. serves as administrative agent and as a lender, Bank of America, N.A., JPMorgan Chase Bank, N.A, Wells
Fargo Bank, National Association, BNP Paribas, The Bank of Nova Scotia, an affiliate of Scotia Capital (USA) Inc., Toronto-Dominion Bank, New York Branch, Truist Bank
and First National Bank of Pennsylvania, an affiliate of FNB America Securities LLC, serve as lenders. Certain of the underwriters or their affiliates serve as lenders, agents and in
other capacities under the Term Credit Agreement, dated as of January 12, 2026: JPMorgan
Chase Bank, N.A. serves as administrative agent and as a lender, Citibank, N.A., Bank of America, N.A., Wells Fargo Bank,
National Association serve as lenders BNP Paribas, Scotia Financing (USA) LLC, Toronto-Dominion Bank, New York Branch, and Truist Bank. Citigroup Global Markets Inc. served as lead financial advisor to the Company in connection
with the acquisition of OneOncology, and J.P. Morgan Securities LLC also served as financial advisor. In addition, U.S. Bancorp Investments, Inc., one of the underwriters, is an affiliate of the trustee under the indentures governing the
Notes.
The
foregoing is a brief description of certain terms of the Underwriting Agreement and, by its nature, is incomplete. It is qualified in
its entirety by the text of the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by reference.
The Underwriting Agreement is also filed with reference to, and is hereby made an exhibit to, the Shelf Registration Statement.
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 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 forward-looking statements, but the absence of these words does not
mean that a 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 the Company’s actual results to differ materially from
those indicated is included 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 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.
Item 9.01.
Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| |
|
| 1.1 |
|
Underwriting Agreement, dated as of February 10, 2026, by and among Cencora, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters listed in Schedule 1 thereto. |
| 99.1 |
|
News release of Cencora, Inc., dated February 10, 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. |
| |
|
|
| February 11, 2026 |
By: |
/s/ James F. Cleary |
| |
|
Name: |
James F. Cleary |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
CENCORA PRICES $500 MILLION 3.950% SENIOR NOTES
DUE 2029, $500 MILLION 4.250% SENIOR NOTES DUE 2030, $500 MILLION 4.600% SENIOR NOTES DUE 2033, $1.0 BILLION 4.900% SENIOR NOTES DUE 2036
AND $500 MILLION 5.650% SENIOR NOTES DUE 2056
CONSHOHOCKEN,
PA, February 10, 2026 — Cencora, Inc. (NYSE: COR) today announced that it priced $500 million aggregate principal
amount of its 3.950% Senior Notes due February 13, 2029 (the “2029 Notes”), $500 million aggregate principal amount of its
4.250% Senior Notes due November 15, 2030 (the “2030 Notes”), $500 million aggregate principal amount of its 4.600% Senior
Notes due February 13, 2033 (the “2033 Notes”), $1.0 billion aggregate principal amount of its 4.900% Senior Notes due February
13, 2036 (the “2036 Notes”) and $500 million aggregate principal amount of its 5.650% Senior Notes due February 13, 2056 (the
“2056 Notes” and, together with the 2029 Notes, the 2030 Notes, the 2033 Notes and the 2036 Notes, the “Notes”),
in an underwritten registered public offering. The offering is being made pursuant to an effective shelf registration statement Cencora
filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2024. The offering is expected to close on February
13, 2026, subject to the satisfaction of customary closing conditions. Cencora intends to use the net proceeds from the offering to repay
amounts outstanding under Cencora’s 364-Day Term Credit Agreement, dated as of January 12, 2026, which was used to fund a portion
Cencora’s acquisition of OneOncology, and, to the extent any proceeds remain, for general corporate purposes.
The joint book-running
managers for the offering are Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities,
LLC. Earlier today, Cencora filed a preliminary prospectus supplement and an accompanying prospectus with the SEC in connection with the
offering of the Notes. Copies of these materials can be made available by contacting: Citigroup Global Markets Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, email: prospectus@citi.com or telephone: 1-800-831-9146; J.P. Morgan Securities
LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533;
BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255, Attention: Prospectus Department,
email: dg.prospectus_requests@bofa.com; and Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, 608 2nd Avenue South, Suite
1000, Minneapolis, Minnesota 55402, Attention: WFS Customer Service, email: wfscustomerservice@wellsfargo.com or telephone: 1-800-645-3751.
Electronic copies of the preliminary prospectus supplement and accompanying prospectus are also available on the SEC’s web site
at www.sec.gov.
This news release shall
not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
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.
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 forward-looking statements, but the absence of these words does not mean that a 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 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 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 and Enterprise Productivity |
| |
610-727-3693 |
| |
bennett.murphy@cencora.com |
