Cencora (COR) director receives stock awards and RSUs instead of cash retainer

Rhea-AI Filing Summary

Cencora, Inc. director Dennis M. Nally reported acquiring a total of 655 shares of common stock in two non‑open‑market grants. On March 5, 2026, he received 557 shares at a reference price of $359.28 per share, and on January 30, 2026 he received 98 shares at $359.22 per share.

According to the footnotes, some of these shares were issued in lieu of a $35,000 quarterly cash retainer under the company’s non‑employee director compensation program, and an annual restricted stock unit grant was received for no consideration that vests 100% on the first anniversary of the grant date. After these awards, he directly owns 12,959 common shares.

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

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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^*

NALLY DENNIS M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		A		98	A	$359.22	12,402(1)	D
Common Stock	03/05/2026		A		557	A	$359.28	12,959(2)	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

Explanation of Responses:

1. Shares of common stock issued in lieu of $35,000 quarterly cash retainer per the Registrant's Non-Employee Director Compensation Program.

2. Annual grant of restricted stock units received for no consideration and vests 100% on the first anniversary of the date of grant.

Remarks:

	/s/ Elizabeth S. Campbell, attorney-in-fact for Dennis M. Nally	03/09/2026
	** 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.
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 transactions did Cencora (COR) director Dennis Nally report?

Dennis M. Nally reported two stock awards totaling 655 common shares. He received 557 shares on March 5, 2026, and 98 shares on January 30, 2026, as non‑open‑market grants under Cencora’s director compensation and equity award programs.

Were the recent Cencora (COR) insider transactions open-market buys or stock awards?

The reported transactions were stock awards, not open-market purchases. Both entries use code “A” for grants or other acquisitions, including shares issued instead of a $35,000 cash retainer and an annual restricted stock unit grant vesting after one year.

How many Cencora (COR) shares does director Dennis Nally now hold?

After the reported grants, Dennis M. Nally directly holds 12,959 Cencora common shares. This total reflects his ownership following the 557‑share award on March 5, 2026, and the earlier 98‑share grant on January 30, 2026.

What is the value of the Cencora (COR) director’s stock retainer mentioned in the filing?

The filing notes a $35,000 quarterly cash retainer paid in stock. Shares of Cencora common stock were issued in lieu of this cash retainer under the company’s Non‑Employee Director Compensation Program, aligning part of director compensation with equity rather than cash.

How do the Cencora (COR) restricted stock units for Dennis Nally vest?

The annual restricted stock unit grant vests 100% on the first anniversary. The filing states that these RSUs were received for no cash consideration and become fully vested one year after the grant date, subject to the terms of Cencora’s equity plan.