Cencora (COR) CFO exercises options, uses 26,952 shares for taxes

Rhea-AI Filing Summary

Cencora, Inc. reported an insider equity transaction by its Chief Financial Officer, James F. Cleary. On 12/17/2025, he exercised a non-qualified stock option for 45,154 shares of common stock at an exercise price of $86.09 per share. This option, originally vesting in four annual installments beginning in 2020, is now fully exercised with 0 options remaining from that grant.

To cover tax withholding related to the option exercise, 26,952 shares of common stock were disposed of, as noted by the transaction code "F" and the explanation of responses. After these transactions, Cleary directly held 153,143.3479 shares of Cencora common stock.

Insider Trade Summary

45,154 shares exercised/converted

Mixed 3 txns

Insider Cleary James F

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Non-qualified Stock Option (Right to Buy)	45,154	$0.00	--
Exercise	Common Stock	45,154	$86.09	$3.89M
Tax Withholding	Common Stock	26,952	$344.145	$9.28M

Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 180,095.348 shares (Direct)

Footnotes (1)

1. Satisfaction of tax withholding obligation incident to the exercise of stock options. Exercisable in four equal installments on 11/13/20, 11/13/21, 11/13/22 and 11/13/23.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
12/17/2025

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	12/17/2025		M		45,154	A	$86.09	180,095.3479	D
Common Stock	12/17/2025		F(1)		26,952	D	$344.145	153,143.3479	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
Non-qualified Stock Option (Right to Buy)	$86.09	12/17/2025		M			45,154	(2)	11/13/2026	Common Stock	45,154	$0	0(2)	D

Explanation of Responses:

1. Satisfaction of tax withholding obligation incident to the exercise of stock options.

2. Exercisable in four equal installments on 11/13/20, 11/13/21, 11/13/22 and 11/13/23.

Remarks:

	/s/ Elizabeth S. Campbell, attorney-in-fact for James F. Cleary	12/19/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

Cencora disclosed that Chief Financial Officer James F. Cleary exercised a non-qualified stock option and had shares disposed of to satisfy tax withholding on 12/17/2025.

How many Cencora (COR) stock options did the CFO exercise?

The CFO exercised a non-qualified stock option covering 45,154 shares of Cencora common stock at an exercise price of $86.09 per share.

How many Cencora (COR) shares were used to cover taxes on the option exercise?

A total of 26,952 shares of Cencora common stock were disposed of, coded as transaction "F", to satisfy the tax withholding obligation related to the option exercise.

What is the CFO’s Cencora (COR) share ownership after these transactions?

Following the reported transactions, the CFO directly owned 153,143.3479 shares of Cencora common stock.

What happened to the Cencora (COR) stock option grant after this Form 4?

The reported non-qualified stock option, with an exercise price of $86.09 and an expiration date of 11/13/2026, now shows 0 derivative securities beneficially owned, indicating it has been fully exercised.

How did the Cencora (COR) stock option reported on this Form 4 vest?

The option was exercisable in four equal installments on 11/13/2020, 11/13/2021, 11/13/2022, and 11/13/2023, as noted in the explanation of responses.