Cencora (COR) CFO exercises RSUs and uses shares for tax withholding

Rhea-AI Filing Summary

Cencora, Inc. Chief Financial Officer James F. Cleary exercised restricted stock units into 12,623 shares of common stock. On the same date, 5,409 shares of common stock valued at $350.30 per share were withheld to satisfy tax obligations related to the vesting. After these transactions, Cleary directly owned 160,357.3479 shares of Cencora common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cleary James F

(Last) (First) (Middle)

1 WEST FIRST AVENUE

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cencora, Inc. [ COR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/11/2026		M		12,623	A	$0(1)	165,766.3479	D
Common Stock	03/11/2026		F(2)		5,409	D	$350.3	160,357.3479	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/11/2026		M			12,623	(1)	(1)	Common Stock	12,623	$0	0	D

Explanation of Responses:

1. Grant of restricted stock units received for no consideration that vest March 11, 2026.

2. Satisfaction of tax withholding obligation incident to the vesting of restricted stock units.

Remarks:

	/s/ Elizabeth S. Campbell, attorney-in-fact for James F. Cleary	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Cencora (COR) report for its CFO?

Cencora reported that CFO James F. Cleary exercised restricted stock units into 12,623 common shares. A portion of these shares was then withheld to cover tax obligations related to the vesting of the restricted stock units.

How many Cencora (COR) shares did the CFO acquire and retain?

The CFO acquired 12,623 shares of Cencora common stock through the exercise of restricted stock units. After tax withholding in shares, he directly owned 160,357.3479 shares of Cencora common stock following the reported transactions.

How were taxes paid on the Cencora (COR) CFO’s stock vesting?

Taxes were satisfied by withholding 5,409 shares of Cencora common stock valued at $350.30 per share. This tax-withholding disposition was incident to the vesting of the CFO’s restricted stock units and was not an open-market sale.

What type of securities were involved in the Cencora (COR) Form 4?

The Form 4 shows the exercise of restricted stock units into Cencora common stock. These units converted into 12,623 underlying common shares, with part of the resulting shares used to cover related tax withholding obligations.

Does the Cencora (COR) Form 4 indicate any open-market stock sales?

The filing reflects a tax-withholding disposition of 5,409 shares at $350.30 per share, incident to vesting. It does not describe these as open-market sales, but rather as shares delivered to satisfy tax liabilities on the vested awards.