ABC / Amerisource Bergen Corp. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Cencora Appoints Eva Boratto as Executive Vice President and Chief Financial Officer Cencora reaffirms fiscal 2026 and long-term financial guidance

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

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 n

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Cencora, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Cencora, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-16671 (State or other jurisdiction of incorporation or organization) (Commission File Number) 1 West First Avenue, Conshohocken PA 19428-1800 (Address of principal executive offices) (Zip code) Elizabeth

Conflict Minerals Report of Cencora, Inc. For the Reporting Period from January 1, 2025 to December 31, 2025

Exhibit 1.01 Conflict Minerals Report of Cencora, Inc. For the Reporting Period from January 1, 2025 to December 31, 2025 1. Introduction This Conflict Minerals Report of Cencora, Inc. ("Cencora" or the "Company") for the reporting period from January 1, 2025 to December 31, 2025 (the "Reporting Period") has been prepared in accordance with Rule 13p-1 ("Rule 13p-1") under the Securities Exchange A

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Exhibit 10.3 PERSONAL AND CONFIDENTIAL Eva Boratto Re: Sign-on Bonus Reimbursement Agreement Dear Eva, This Sign-on Bonus Reimbursement Agreement (“Agreement”) is between Cencora, Inc. (the “Company”) and Eva Boratto (“Executive”). As an inducement for Executive to join the Company in the role of Executive Vice President and Chief Financial Officer, the Company agrees to provide Executive with a s

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 6, 2026 Cencora, Inc. (Exact na

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 6, 2026 Cencora, Inc.

CENCORA REPORTS FISCAL 2026 SECOND QUARTER RESULTS Revenue of $78.4 billion for the Second Quarter, a 3.8 percent Increase Year-Over-Year Second Quarter GAAP Diluted EPS of $8.40 and Adjusted Diluted EPS of $4.75 Adjusted Diluted EPS Guidance Range R

Exhibit 99.1 CENCORA REPORTS FISCAL 2026 SECOND QUARTER RESULTS Revenue of $78.4 billion for the Second Quarter, a 3.8 percent Increase Year-Over-Year Second Quarter GAAP Diluted EPS of $8.40 and Adjusted Diluted EPS of $4.75 Adjusted Diluted EPS Guidance Range Raised to $17.65 to $17.90 for Fiscal 2026 Cencora Expects to Repurchase $1 Billion in Shares by the End of Calendar 2026 CONSHOHOCKEN, PA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CENCO

CENCORA TO EXPAND RETINA CONSULTANTS OF AMERICA THROUGH ACQUISITION OF EYESOUTH PARTNERS’ RETINA BUSINESS Cencora reaffirms fiscal 2026 financial guidance

Exhibit 99.1 CENCORA TO EXPAND RETINA CONSULTANTS OF AMERICA THROUGH ACQUISITION OF EYESOUTH PARTNERS’ RETINA BUSINESS Cencora reaffirms fiscal 2026 financial guidance CONSHOHOCKEN, PA, March 23, 2026 — Cencora, Inc. (NYSE: COR) today announced the signing of a definitive agreement to acquire EyeSouth Partners’ retina business for $1.1 billion. Upon completion of the transaction, the affiliated re

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): March 21, 2026 Cencora, Inc. (Exact

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): March 21, 2026 Cencora, Inc.

CENCORA ANNOUNCES FINANCIAL LEADERSHIP TRANSITION Cencora reaffirms fiscal 2026 financial guidance

Exhibit 99.1 CENCORA ANNOUNCES FINANCIAL LEADERSHIP TRANSITION Cencora reaffirms fiscal 2026 financial guidance CONSHOHOCKEN, PA, March 17, 2026 — Cencora, Inc. (NYSE: COR) today announced that James F. Cleary will retire as Executive Vice President and Chief Financial Officer effective June 30, 2026. Cencora has engaged an executive search firm to identify and evaluate potential successors from i

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): March 17, 2026 Cencora, Inc. (Exact

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): March 17, 2026 Cencora, Inc.

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): March 5, 2026 Cencora, Inc. (Exact

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): March 5, 2026 Cencora, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 17, 2026 Cencora, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 17, 2026 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

COVETRUS AND MWI ANIMAL HEALTH TO MERGE

Exhibit 99.1 CONFIDENTIAL – Press Release COVETRUS AND MWI ANIMAL HEALTH TO MERGE · Combination of companion animal distribution, production animal distribution and technology platforms will make animal healthcare more accessible and affordable · Transaction unites complementary businesses to deliver innovative, efficient solutions and expertise across the entire animal health ecosystem · Deal val

CENCORA, INC. 3.950% SENIOR NOTES DUE 2029 EIGHTEENTH SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS

Exhibit 4.1 CENCORA, INC. $500,000,000 3.950% SENIOR NOTES DUE 2029 EIGHTEENTH SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Notices, etc., to Trustee and Compan

CENCORA, INC. 4.600% SENIOR NOTES DUE 2033 TWENTIETH SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS

Exhibit 4.3 CENCORA, INC. $500,000,000 4.600% SENIOR NOTES DUE 2033 TWENTIETH SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Notices, etc., to Trustee and Company

CENCORA, INC. 4.250% SENIOR NOTES DUE 2030 NINETEENTH SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS

Exhibit 4.2 CENCORA, INC. $500,000,000 4.250% SENIOR NOTES DUE 2030 NINETEENTH SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Notices, etc., to Trustee and Compan

CENCORA, INC. 5.650% SENIOR NOTES DUE 2056 TWENTY-SECOND SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS

Exhibit 4.5 CENCORA, INC. $500,000,000 5.650% SENIOR NOTES DUE 2056 TWENTY-SECOND SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Notices, etc., to Trustee and Com

CENCORA, INC. 4.900% SENIOR NOTES DUE 2036 TWENTY-FIRST SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS

Exhibit 4.4 CENCORA, INC. $1,000,000,000 4.900% SENIOR NOTES DUE 2036 TWENTY-FIRST SUPPLEMENTAL INDENTURE Dated as of February 13, 2026 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Notices, etc., to Trustee and Co

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 13, 2026 Cencora, Inc. (Ex

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 13, 2026 Cencora, Inc.

CENCORA CLOSES $3.0 BILLION SENIOR NOTES OFFERING

Exhibit 99.1 CENCORA CLOSES $3.0 BILLION SENIOR NOTES OFFERING CONSHOHOCKEN, PA, February 13, 2026 — Cencora, Inc. (NYSE: COR) today announced the closing of its public offering of $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”), $

$3,000,000,000 Cencora, Inc. $500,000,000 3.950% Senior Notes due 2029 $500,000,000 4.250% Senior Notes due 2030 $500,000,000 4.600% Senior Notes due 2033 $1,000,000,000 4.900% Senior Notes due 2036 $500,000,000 5.650% Senior Notes due 2056

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-283481 Prospectus Supplement (To Prospectus dated November 26, 2024) $3,000,000,000 Cencora, Inc. $500,000,000 3.950% Senior Notes due 2029 $500,000,000 4.250% Senior Notes due 2030 $500,000,000 4.600% Senior Notes due 2033 $1,000,000,000 4.900% Senior Notes due 2036 $500,000,000 5.650% Senior Notes due 2056 We are offering

Security Type

Calculation of Filing Fee Tables S-3 Cencora, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effec

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. (Ex

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.

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

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

Cencora, Inc. $500,000,000 3.950% Senior Notes due 2029 $500,000,000 4.250% Senior Notes due 2030 $500,000,000 4.600% Senior Notes due 2033 $1,000,000,000 4.900% Senior Notes due 2036 $500,000,000 5.650% Senior Notes due 2056 Underwriting Agreement

Exhibit 1.1 Cencora, Inc. $500,000,000 3.950% Senior Notes due 2029 $500,000,000 4.250% Senior Notes due 2030 $500,000,000 4.600% Senior Notes due 2033 $1,000,000,000 4.900% Senior Notes due 2036 $500,000,000 5.650% Senior Notes due 2056 Underwriting Agreement February 10, 2026 Citigroup Global Markets Inc. J.P. Morgan Securities LLC BofA Securities, Inc. Wells Fargo Securities, LLC As Representat

EXPLANATORY NOTE

Exhibit 99.1 EXPLANATORY NOTE Cencora, Inc. (the “Company” or “Cencora”) is filing this exhibit to its Current Report on Form 8-K (the “Form 8-K”) to reflect a revision to the presentation of its financial information as set forth in its Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “2025 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on No

Cencora, Inc. $500,000,000 3.950% Senior Notes due 2029 $500,000,000 4.250% Senior Notes due 2030 $500,000,000 4.600% Senior Notes due 2033 $1,000,000,000 4.900% Senior Notes due 2036 $500,000,000 5.650% Senior Notes due 2056 Pricing Term Sheet

Filed Pursuant to Rule 433 Registration No. 333-283481 February 10, 2026 Cencora, Inc. $500,000,000 3.950% Senior Notes due 2029 $500,000,000 4.250% Senior Notes due 2030 $500,000,000 4.600% Senior Notes due 2033 $1,000,000,000 4.900% Senior Notes due 2036 $500,000,000 5.650% Senior Notes due 2056 Pricing Term Sheet $500,000,000 3.950% Senior Notes due 2029 $500,000,000 4.250% Senior Notes due 203

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. (Ex

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.

SUBJECT TO COMPLETION, DATED FEBRUARY 10, 2026

TABLE OF CONTENTS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the preliminary prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CE

CENCORA REPORTS FISCAL 2026 FIRST QUARTER RESULTS Revenue of $85.9 billion for the First Quarter, a 5.5% Increase Year-Over-Year First Quarter GAAP Diluted EPS of $2.87 and Adjusted Diluted EPS of $4.08 Adjusted Operating Income Guidance Raised to Gr

Exhibit 99.1 CENCORA REPORTS FISCAL 2026 FIRST QUARTER RESULTS Revenue of $85.9 billion for the First Quarter, a 5.5% Increase Year-Over-Year First Quarter GAAP Diluted EPS of $2.87 and Adjusted Diluted EPS of $4.08 Adjusted Operating Income Guidance Raised to Growth of 11.5% to 13.5% Adjusted Diluted EPS Guidance Range Reaffirmed at $17.45 to $17.75 for Fiscal 2026 Company Completes Acquisition o

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 2, 2026 Cencora, Inc. (Exa

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 2, 2026 Cencora, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme

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): January 20, 2026 Cencora, Inc. (Exa

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): January 20, 2026 Cencora, Inc.

CENCORA ELECTS ELLEN COOPER TO ITS BOARD OF DIRECTORS

Exhibit 99.1 Press Release CENCORA ELECTS ELLEN COOPER TO ITS BOARD OF DIRECTORS CONSHOHOCKEN, PA, January 22, 2026 — Cencora, Inc. (NYSE: COR) today announced that its Board of Directors has elected Ellen Cooper as a new independent director, effective January 20, 2026. Ms. Cooper is the Chairman, President and Chief Executive Officer of Lincoln Financial. Prior to assuming the role of CEO in May

ARS

Summary Annual Report 202503 About Cencora 05 CEO letter 11 Cencora highlights and strategic overview 12 Management team 13 Board of Directors 14 GA AP / Non - GA AP financial measures 17 Corporate information Table of contents 0203 About Cencora Cencora is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stateme

TERM CREDIT AGREEMENT dated as of January 12, 2026, among CENCORA, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ___________________________ JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., BOFA SECURITIES, INC., BNP

Exhibit 10.2 EXECUTION VERSION TERM CREDIT AGREEMENT dated as of January 12, 2026, among CENCORA, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., BOFA SECURITIES, INC., BNP PARIBAS SECURITIES CORP., WELLS FARGO SECURITIES, LLC, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH and PNC CAPITAL MARKETS LLC, as Joint

364-DAY TERM CREDIT AGREEMENT dated as of January 12, 2026, CENCORA, INC., the LENDERS party hereto CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners JPMORGAN CHASE BA

Exhibit 10.3 EXECUTION VERSION 364-DAY TERM CREDIT AGREEMENT dated as of January 12, 2026, among CENCORA, INC., the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners JPMORGAN CHASE BANK, N.A., as Syndication Agent TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Defined Terms 1 SEC

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): January 12, 2026 Cencora, Inc. (Exa

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): January 12, 2026 Cencora, Inc.

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Exhibit 10.1 EXECUTION VERSION INCREMENTAL FACILITY AND AMENDMENT Agreement, dated as of January 12, 2026 (this “Agreement”), among CENCORA, INC., a Delaware corporation (the “Company”), the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Reference is made to that certain Amended and Restated Credit Agreement, dated as of June 4

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): December 12, 2025 Cencora, Inc. (Ex

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): December 12, 2025 Cencora, Inc.

CENCORA ACCELERATES ONEONCOLOGY ACQUISITION, EXTENDING SOLUTIONS OFFERING FOR COMMUNITY ONCOLOGY

Exhibit 99.1 CENCORA ACCELERATES ONEONCOLOGY ACQUISITION, EXTENDING SOLUTIONS OFFERING FOR COMMUNITY ONCOLOGY · Company reiterates fiscal 2026 guidance · Company raises long-term guidance expectations to reflect OneOncology’s expected long-term contribution to enterprise growth CONSHOHOCKEN, PA, December 15, 2025 — Cencora, Inc. (NYSE: COR) today announced it has entered into a definitive agreemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CENCORA, INC

Policy Statement Regarding Securities Transactions

Exhibit 19 Policy Statement Regarding Securities Transactions Overview, Scope and Application This Policy Statement Regarding Securities Transactions (this “Policy”) applies to all directors, officers, associates, consultants, and contractors (“Covered Persons”) of Cencora, Inc.

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The following is a list of significant subsidiaries of the Registrant: Subsidiary Jurisdiction of Incorporation AB Singapore Investments Pte.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Exhibit 4.24 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Cencora, Inc. (the “Company,” “we,” “us,” and “our”), has the following classes of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.01 per share ( “Common Stoc

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): November 5, 2025 Cencora, Inc. (Exa

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): November 5, 2025 Cencora, Inc.

CENCORA, INC. SUMMARY SEGMENT INFORMATION (in thousands)

Exhibit 99.2 CENCORA, INC. SUMMARY SEGMENT INFORMATION (in thousands) (unaudited) The following illustrates revised reportable segment revenue information for the periods indicated: Fiscal Year Ended September 30, 2025 Revenue First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year (As Revised) (As Revised) (As Revised) (As Revised) (As Revised) U.S. Healthcare Solutions $ 72,555,294

CENCORA REPORTS FISCAL 2025 FOURTH QUARTER AND FISCAL YEAR END RESULTS Revenue of $83.7 Billion for the Fourth Quarter, a 5.9 Percent Year-Over-Year Increase Fourth Quarter GAAP Diluted EPS of $(1.75) and Adjusted Diluted EPS of $3.84 Revenue of $321

Exhibit 99.1 CENCORA REPORTS FISCAL 2025 FOURTH QUARTER AND FISCAL YEAR END RESULTS Revenue of $83.7 Billion for the Fourth Quarter, a 5.9 Percent Year-Over-Year Increase Fourth Quarter GAAP Diluted EPS of $(1.75) and Adjusted Diluted EPS of $3.84 Revenue of $321.3 Billion for Fiscal Year 2025, a 9.3 Percent Year-Over-Year Increase Fiscal Year 2025 GAAP Diluted EPS of $7.96 and Adjusted Diluted EP

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144 0001882641 XXXXXXXX LIVE 0001140859 Cencora, Inc. 001-16671 1 WEST FIRST AVENUE CONSHOHOCKEN PA 19428 610-727-7000 Campbell Elizabeth S Officer Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 1886 590846.08 193877881 10/01/2025 NYSE Common 09/30/2024 Restricted Stock Vesting Issuer N 1886 09/30/2024 Compensation Y 10/01/2025 12/19/2024 /s/ Jackson Harris, as a duly

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144 0001633897 XXXXXXXX LIVE 0001140859 Cencora, Inc. 001-16671 1 WEST FIRST AVENUE CONSHOHOCKEN PA 19428 610-727-7000 Mauch Robert P. Officer Director Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 5097 1478130.00 193877881 09/18/2025 NYSE Common 09/30/2023 Restricted Stock Vesting Issuer N 1334 09/30/2023 Compensation Common 09/18/2025 Options Granted - 11/13/2019 Is

144

144 0001191508 XXXXXXXX LIVE 0001140859 Cencora, Inc. 001-16671 1 WEST FIRST AVENUE CONSHOHOCKEN PA 19428 610-727-7000 COLLIS STEVEN H Director Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 31350 9140092.50 193877881 09/16/2025 NYSE Common 09/30/2023 Restricted Stock Vesting Issuer N 2000 09/30/2023 Compensation Common 09/16/2025 Options Granted - 11/13/2019 Issuer N

Amendment No. 2 to UNCOMMITTED MONEY MARKET LINE CREDIT AGREEMENT

Exhibit 10.2 EXECUTION VERSION Amendment No. 2 to UNCOMMITTED MONEY MARKET LINE CREDIT AGREEMENT This Amendment No. 2 to Uncommitted Money Market Line Credit Agreement (this “Amendment”) is dated September 5, 2025, and is entered into by Cencora, Inc., a Delaware corporation (f/k/a AmerisourceBergen Corporation) (the “Borrower”), and SOCIÉTÉ GÉNÉRALE, acting through its New York Branch (the “Lende

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): September 5, 2025 Cencora, Inc. (Ex

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): September 5, 2025 Cencora, Inc.

Ratings (S&P / Moody’s / Fitch)

Exhibit 10.1 EXECUTION VERSION CONFIDENTIAL AMENDMENT NO. 2, dated as of September 5, 2025 (this “Amendment”), to the TERM CREDIT AGREEMENT, dated as of November 26, 2024 (as amended by Amendment No. 1, dated as of June 4, 2025, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement as amende

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LEBANON COUNTY EMPLOYEES’ RETIREMENT FUND and TEAMSTERS LOCAL 443 HEALTH SERVICES & INSURANCE PLAN, Plaintiffs, v. STEVEN H. COLLIS, RICHARD W. GOCHNAUER, LON R. GREENBERG, JANE E. HENNEY, M.D., KATHLEEN W. HYLE, MICHAEL J. LONG, HENRY W. MCGEE, ORNELLA BARRA, D. MARK DURCAN, and CHRIS ZIMMERMAN, Defendants, -and- AmerisourceBergen COR

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): September 3, 2025 Cencora, Inc. (Ex

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): September 3, 2025 Cencora, Inc.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LEBANON COUNTY EMPLOYEES’ RETIREMENT FUND and TEAMSTERS LOCAL 443 HEALTH SERVICES & INSURANCE PLAN, Plaintiffs, v. STEVEN H. COLLIS, RICHARD W. GOCHNAUER, LON R. GREENBERG, JANE E. HENNEY, M.D., KATHLEEN W. HYLE, MICHAEL J. LONG, HENRY W. MCGEE, ORNELLA BARRA, D. MARK DURCAN, and CHRIS ZIMMERMAN, Defendants, -and- AMERISOURCEBERGEN COR

CENCORA APPOINTS MARK DURCAN AS CHAIRMAN OF ITS BOARD OF DIRECTORS

Exhibit 99.1 Press Release CENCORA APPOINTS MARK DURCAN AS CHAIRMAN OF ITS BOARD OF DIRECTORS CONSHOHOCKEN, PA, August 27, 2025 — Cencora, Inc. (NYSE: COR) today announced that its Board of Directors has appointed Lead Independent Director D. Mark Durcan as Chairman of the Board of Directors, effective October 1, 2025. Mr. Durcan will succeed Steven H. Collis, who has served as Cencora’s Chairman

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): August 27, 2025 Cencora, Inc. (Exac

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): August 27, 2025 Cencora, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CENCOR

CENCORA REPORTS FISCAL 2025 THIRD QUARTER RESULTS Revenue of $80.7 billion for the Third Quarter, an 8.7 percent Increase Year-Over-Year Third Quarter GAAP Diluted EPS of $3.52 and Adjusted Diluted EPS of $4.00 Adjusted Diluted EPS Guidance Range Rai

Exhibit 99.1 CENCORA REPORTS FISCAL 2025 THIRD QUARTER RESULTS Revenue of $80.7 billion for the Third Quarter, an 8.7 percent Increase Year-Over-Year Third Quarter GAAP Diluted EPS of $3.52 and Adjusted Diluted EPS of $4.00 Adjusted Diluted EPS Guidance Range Raised to $15.85 to $16.00 for Fiscal 2025 CONSHOHOCKEN, PA, August 6, 2025 - Cencora, Inc. (NYSE: COR) reported that in its fiscal year 202

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2025 Cencora, Inc.

Uncommitted Facility Letter and Supplement of Additional Terms, dated as of July 31, 2025, by and between the Registrant and BNP Paribas.

EX 10.5 EXECUTION VERSION July 31, 2025 Cencora, Inc. 1 West First Avenue Conshohocken, PA 19428 Attention: Mahaveer Jain Senior Vice President and Treasurer Uncommitted Facility Letter BNP Paribas (“we”, “us”, “our” or the “Bank”) is pleased to make available to Cencora, Inc., a Delaware corporation (“you”, “your” or the “Borrower”) an uncommitted credit facility (the “Facility”) on the terms set

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 30, 2025 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati

Twenty-Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2025, among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd., as administrator

  Exhibit 10.1   EXECUTION VERSION   TWENTY-SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT    THIS TWENTY-SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of June 30, 2025 (this “Amendment”) is entered into among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Seller”), AMERISOURCEBERGEN DRUG CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16671 CENCORA EMPLOYEE INVESTMENT PLAN (Full

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 4, 2025 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorporatio

Amendment No. 1 to Term Credit Agreement, dated as of June 4, 2025, among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent

Exhibit 10.2 AMENDMENT NO. 1 dated as of June 4, 2025 (this “Amendment”), to the TERM CREDIT AGREEMENT dated as of November 26, 2024 (the “Credit Agreement”), among CENCORA, INC., a Delaware corporation (the “Company”), the LENDERS party thereto and BANK OF AMERICA, N.A., as Administrative Agent. WHEREAS, the Company has requested that the Credit Agreement be amended as set forth herein; and WHERE

Amended and Restated Credit Agreement, dated as of June 4, 2025, among Cencora, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2025, among CENCORA, INC., the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., BNP PARIBAS SECURITIES CORP., CITIBANK, N.A., SOCIETE GENERALE and WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Cencora, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Cencora, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-16671 (State or other jurisdiction of incorporation or organization) (Commission File Number) 1 West First Avenue, Conshohocken PA 19428-1800 (Address of principal executive offices) (Zip code) Elizabeth

Conflict Minerals Report of Cencora, Inc. For the Reporting Period from January 1, 2024 to December 31, 2024

Exhibit 1.01 Conflict Minerals Report of Cencora, Inc. For the Reporting Period from January 1, 2024 to December 31, 2024 1. Introduction This Conflict Minerals Report of Cencora, Inc. ("Cencora" or the "Company") for the reporting period from January 1, 2024 to December 31, 2024 (the "Reporting Period") has been prepared in accordance with Rule 13p-1 ("Rule 13p-1") under the Securities Exchange A

CENCORA ELECTS LORI J. RYERKERK TO ITS BOARD OF DIRECTORS

Exhibit 99.1 Press Release CENCORA ELECTS LORI J. RYERKERK TO ITS BOARD OF DIRECTORS CONSHOHOCKEN, PA, May 28, 2025 — Cencora, Inc. (NYSE: COR) today announced that its Board of Directors has elected Lori J. Ryerkerk as a new independent director, effective June 1, 2025. “Ms. Ryerkerk’s experience in complex, global supply chains will further strengthen the Board’s expertise as we continue support

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 21, 2025 Cencora, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 21, 2025 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorporatio

NYSE CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com May 27, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the following securities of Cencora, Inc., under th

Sixteenth Supplemental Indenture dated as of May 22, 2025 by and among Cencora, Inc., U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank Europe DAC, UK Branch, as Paying Agent (including Form of 2.875% Senior Note due 2028) (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K dated May 22, 2025 and filed on May 22, 2025).

Exhibit 4.1 CENCORA, INC. €500,000,000 2.875% SENIOR NOTES DUE 2028 SIXTEENTH SUPPLEMENTAL INDENTURE Dated as of May 22, 2025 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee U.S. BANK EUROPE DAC, UK BRANCH, as Paying Agent TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cencora, Inc. (Exact Name of Registrant as Spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cencora, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 23-3079390 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1 West F

Seventeenth Supplemental Indenture dated as of May 22, 2025 by and among Cencora, Inc., U.S. Bank Trust Company, National Association, as Trustee, and U.S. Bank Europe DAC, UK Branch, as Paying Agent (including Form of 3.625% Senior Note due 2032) (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K dated May 22, 2025 and filed on May 22, 2025).

Exhibit 4.2 CENCORA, INC. €500,000,000 3.625% SENIOR NOTES DUE 2032 SEVENTEENTH SUPPLEMENTAL INDENTURE Dated as of May 22, 2025 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee U.S. BANK EUROPE DAC, UK BRANCH, as Paying Agent TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 22, 2025 Cencora, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 22, 2025 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorporatio

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 15, 2025 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorporatio

€1,000,000,000 Cencora, Inc. €500,000,000  2.875% Senior Notes due 2028 €500,000,000  3.625% Senior Notes due 2032

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-283481 Prospectus Supplement (To Prospectus dated November 26, 2024) €1,000,000,000 Cencora, Inc. €500,000,000  2.875% Senior Notes due 2028 €500,000,000  3.625% Senior Notes due 2032 We are offering €500,000,000 aggregate principal amount of 2.875% Senior Notes due 2028 (the “2028 Senior Notes”) and €500,000,000 aggregate p

Underwriting Agreement, dated as of May 15, 2025, by and among Cencora, Inc., BNP PARIBAS, Citigroup Global Markets Limited, J.P. Morgan Securities plc and Société Générale, as representatives of the underwriters listed in Schedule 1 thereto.

Exhibit 1.1 Cencora, Inc. €500,000,000 2.875% Senior Notes due 2028 €500,000,000 3.625% Senior Notes due 2032 Underwriting Agreement May 15, 2025 BNP PARIBAS Citigroup Global Markets Limited J.P. Morgan Securities plc Société Générale As Representatives of the several Underwriters listed in Schedule 1 hereto c/o BNP PARIBAS 16 boulevard des Italiens 75009 Paris France c/o Citigroup Global Markets

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Cencora, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing

SUBJECT TO COMPLETION, DATED MAY 15, 2025

TABLE OF CONTENTS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the preliminary prospectus supplement is not complete and may be changed.

Cencora, Inc. €500,000,000 2.875% Senior Notes due 2028 €500,000,000 3.625 % Senior Notes due 2032 Pricing Term Sheet

Filed Pursuant to Rule 433 Registration No. 333-283481 May 15, 2025 Cencora, Inc. €500,000,000 2.875% Senior Notes due 2028 €500,000,000 3.625 % Senior Notes due 2032 Pricing Term Sheet €500,000,000 2.875% Senior Notes due 2028 €500,000,000 3.625% Senior Notes due 2032 Issuer: Cencora, Inc. Offering Format: SEC Registered Trade Date: May 15, 2025 Settlement Date*: May 22, 2025 (T+5) Joint Book-Run

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2025 Cencora, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CENCO

CENCORA REPORTS FISCAL 2025 SECOND QUARTER RESULTS Revenue of $75.5 billion for the Second Quarter, a 10.3 percent Increase Year-Over-Year Second Quarter GAAP Diluted EPS of $3.68 and Adjusted Diluted EPS of $4.42 Adjusted Diluted EPS Guidance Range

Exhibit 99.1 CENCORA REPORTS FISCAL 2025 SECOND QUARTER RESULTS Revenue of $75.5 billion for the Second Quarter, a 10.3 percent Increase Year-Over-Year Second Quarter GAAP Diluted EPS of $3.68 and Adjusted Diluted EPS of $4.42 Adjusted Diluted EPS Guidance Range Raised to $15.70 to $15.95 for Fiscal 2025 CONSHOHOCKEN, PA, May 7, 2025 - Cencora, Inc. (NYSE: COR) reported that in its fiscal year 202

Current Report

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): March 6, 2025 Cencora, Inc.

Regulation FD Disclosure

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): March 10, 2025 Cencora, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 6, 2025 Cencora, Inc.

CENCORA ANNOUNCES COMMON SHARE REPURCHASE FROM WALGREENS BOOTS ALLIANCE

Exhibit 99.1 Press Release CENCORA ANNOUNCES COMMON SHARE REPURCHASE FROM WALGREENS BOOTS ALLIANCE CONSHOHOCKEN, PA, February 6, 2025 — Cencora, Inc. (NYSE: COR) today announced that it has agreed to repurchase shares of its common stock from Walgreens Boots Alliance Holdings LLC in the amount of approximately $50 million in concurrence with Walgreens Boots Alliance’s sale of Cencora shares pursua

COR / Cencora, Inc. / Walgreens Boots Alliance Holdings LLC - EX-99.A

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Share Repurchase Agreement, dated as of February 6, 2025, by and between Cencora, Inc. and Walgreens Boots Alliance Holdings LLC.

Exhibit 10.1 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of February 6, 2025 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Backgroun

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CE

Uncommitted Money Market Line Credit Agreement, dated as of June 10, 2022, between the Registrant and Société Générale, acting through its New York Branch, as lender.

EX 10.5

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2025 Cencora, Inc.

CENCORA REPORTS FISCAL 2025 FIRST QUARTER RESULTS Revenue of $81.5 billion for the First Quarter, a 12.8 Percent Increase Year-Over-Year First Quarter GAAP Diluted EPS of $2.50 and Adjusted Diluted EPS of $3.73 Adjusted Diluted EPS Guidance Range Rai

Exhibit 99.1 CENCORA REPORTS FISCAL 2025 FIRST QUARTER RESULTS Revenue of $81.5 billion for the First Quarter, a 12.8 Percent Increase Year-Over-Year First Quarter GAAP Diluted EPS of $2.50 and Adjusted Diluted EPS of $3.73 Adjusted Diluted EPS Guidance Range Raised to $15.25 to $15.55 for Fiscal 2025 CONSHOHOCKEN, PA, February 5, 2025 - Cencora, Inc. (NYSE: COR) reported that in its fiscal year 2

Amendment No. 1 to Uncommitted Money Market Line Credit Agreement, dated as of February 3, 2025, between the Registrant and Société Générale, acting through its New York Branch, as lender.

EXECUTION VERSION AMENDMENT NO. 1 TO UNCOMMITTED MONEY MARKET LINE CREDIT AGREEMENT This Amendment to Uncommitted Money Market Line Credit Agreement (this Amendment dated February 3, 2025, and is entered into by CENCORA, INC., a Delaware corporation (f/k/a AmerisourceBergen Corporation) Borrower , and SOCIÉTÉ GÉNÉRALE, acting through its New York Branch (the Lender ). WHEREAS, the Borrower and the

EX-24

POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, James Raby, Daniel Riemer, David Rothenberg and Brenda Schulz

EX-99

Aperio Group, LLC BlackRock (Luxembourg) S.A. BlackRock (Netherlands) B.V. BlackRock (Singapore) Limited BlackRock Advisors (UK) Limited BlackRock Advisors, LLC BlackRock Asset Management Canada Limited BlackRock Asset Management Ireland Limited BlackRock Asset Management North Asia Limited BlackRock Asset Management Schweiz AG BlackRock Financial Management, Inc. BlackRock France SAS BlackRock Fu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 proxynotice2025.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

ARS

Summary Annual Report 202403 About Cencora 05 CEO letter 13 Financial highlights 14 Management team 15 Board of Directors 16 GA AP / Non - GA AP financial measures 18 Corporate information Table of contents03 About Cencora Cencora is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 22, 2025 Cencora, Inc.

Cencora Completes Acquisition of Retina Consultants of America Acquisition Advances Specialty Leadership Adjusted Diluted EPS Guidance Range Raised to $15.15 to $15.45 for Fiscal 2025

Exhibit 99.1 Press Release Cencora Completes Acquisition of Retina Consultants of America Acquisition Advances Specialty Leadership Adjusted Diluted EPS Guidance Range Raised to $15.15 to $15.45 for Fiscal 2025 CONSHOHOCKEN, PA, January 2, 2025 — Cencora, Inc. (NYSE: COR) today announced the completion of its previously announced acquisition of Retina Consultants of America (“RCA”), a leading mana

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 2, 2025 Cencora, Inc. (Exact name of Registrant, as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 9, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

CENCORA CLOSES $1.8 BILLION SENIOR NOTES OFFERING

Exhibit 99.1 CENCORA CLOSES $1.8 BILLION SENIOR NOTES OFFERING CONSHOHOCKEN, PA, December 9, 2024 — Cencora, Inc. (NYSE: COR) today announced the closing of its public offering of $500,000,000 aggregate principal amount of its 4.625% Senior Notes due December 15, 2027 (the “2027 Notes”), $600,000,000 aggregate principal amount of its 4.850% Senior Notes due December 15, 2029 (the “2029 Notes”) and

Fourteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc. and U.S. Bank Trust Company, National Association (including Form of 4.850% Senior Note due 2029).

Exhibit 4.2 CENCORA, INC. $600,000,000 4.850% SENIOR NOTES DUE 2029 FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of December 9, 2024 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 2 Section 1.02. Notices, etc., to Trustee and Company

Fifteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc. and U.S. Bank Trust Company, National Association (including Form of 5.150% Senior Note due 2035).

Exhibit 4.3 CENCORA, INC. $700,000,000 5.150% SENIOR NOTES DUE 2035 FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of December 9, 2024 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 1 Section 1.02. Notices, etc., to Trustee and Company

Thirteenth Supplemental Indenture, dated December 9, 2024, by and between Cencora, Inc. and U.S. Bank Trust Company, National Association (including Form of 4.625% Senior Note due 2027).

Exhibit 4.1 CENCORA, INC. $500,000,000 4.625% SENIOR NOTES DUE 2027 THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of December 9, 2024 To INDENTURE Dated as of November 19, 2009 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Application Section 1.01. Definitions 2 Section 1.02. Notices, etc., to Trustee and Company

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Cencora, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing

Underwriting Agreement, dated as of December 2, 2024, by and among Cencora, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed in Schedule 1 thereto.

Exhibit 1.1 CONFIDENTIAL Cencora, Inc. $500,000,000 4.625% Senior Notes due 2027 $600,000,000 4.850% Senior Notes due 2029 $700,000,000 5.150% Senior Notes due 2035 Underwriting Agreement December 2, 2024 BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o BofA Secu

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 2, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

Cencora Prices $500 Million 4.625% Senior Notes Due 2027, $600 Million 4.850% Senior Notes Due 2029 and $700 Million 5.150% Senior Notes Due 2035

Exhibit 99.1 Cencora Prices $500 Million 4.625% Senior Notes Due 2027, $600 Million 4.850% Senior Notes Due 2029 and $700 Million 5.150% Senior Notes Due 2035 2024-12-02 CONSHOHOCKEN, Pa.-(BUSINESS WIRE)- Cencora, Inc. (NYSE: COR) today announced that it priced $500 million aggregate principal amount of its 4.625% Senior Notes due December 15, 2027 (the “2027 Notes”), $600 million aggregate princi

$1,800,000,000 Cencora, Inc. $500,000,000 4.625% Senior Notes due 2027 $600,000,000 4.850% Senior Notes due 2029 $700,000,000 5.150% Senior Notes due 2035

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(2)  Registration No. 333-283481 Prospectus Supplement (To Prospectus dated November 26, 2024) $1,800,000,000 Cencora, Inc. $500,000,000 4.625% Senior Notes due 2027 $600,000,000 4.850% Senior Notes due 2029 $700,000,000 5.150% Senior Notes due 2035 We are offering $500,000,000 aggregate principal amount of 4.625% Senior Notes due 2027 (the “2027 Sen

Cencora, Inc. $500,000,000 4.625% Senior Notes due 2027 $600,000,000 4.850% Senior Notes due 2029 $700,000,000 5.150% Senior Notes due 2035 Pricing Term Sheet

Filed Pursuant to Rule 433 Registration No. 333- 283481 December 2, 2024 Cencora, Inc. $500,000,000 4.625% Senior Notes due 2027 $600,000,000 4.850% Senior Notes due 2029 $700,000,000 5.150% Senior Notes due 2035 Pricing Term Sheet $500,000,000 4.625% Senior Notes due 2027 $600,000,000 4.850% Senior Notes due 2029 $700,000,000 5.150% Senior Notes due 2035 Issuer: Cencora, Inc. Offering Format: SEC

SUBJECT TO COMPLETION, DATED DECEMBER 2, 2024

TABLE OF CONTENTS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the preliminary prospectus supplement is not complete and may be changed.

Term Credit Agreement, dated as of November 26, 2024, among Cencora, Inc., the lenders party thereto and Bank of America, N.A., as Administrative Agent.

Exhibit 10.1 EXECUTION VERSION Published CUSIP Number: 15136UAJ7 TERM CREDIT AGREEMENT dated as of November 26, 2024, among CENCORA, INC., the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES, INC., BNP PARIBAS SECURITIES CORP., JPMORGAN CHASE BANK, N.A. and WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Bookrunners BNP PARIBAS, JPMORGAN CHASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 26, 2024 Cencora, Inc. _

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 26, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

Credit Agreement, dated as of November 26, 2024, among Cencora, Inc., the lenders party thereto and Bank of America, N.A., as Administrative Agent.

  Exhibit 10.2   EXECUTION VERSION   Published CUSIP Number: 15136UAG3     CREDIT AGREEMENT   dated as of November 26, 2024,   among   CENCORA, INC.,   the LENDERS party hereto and   BANK OF AMERICA, N.A., as Administrative Agent   BOFA SECURITIES, INC., BNP PARIBAS SECURITIES CORP., JPMORGAN CHASE BANK, N.A. and WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and Joint Bookrunners   BNP PARIB

As filed with the Securities and Exchange Commission on November 26, 2024.

S-3ASR 1 tm2429220-1s3asr.htm S-3ASR TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 26, 2024. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdictio

Statement of Eligibility on Form T-1 of U.S. Bank Trust Company, National Association, to act as trustee under the Indenture.

EX-25.1 4 tm2429220d2ex25-1.htm EXHIBIT 25.1 Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CENCORA, INC

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The following is a list of significant subsidiaries of the Registrant: Subsidiary Jurisdiction of Incorporation AB Global Pharma Investments GmbH Germany AB Singapore Investments Pte Ltd Singapore AH UK Holdco 1 Ltd UK Amerisource Receivables Financial Corporation Delaware AmerisourceBergen Drug Corporation Delaware AmerisourceBergen Global Holdings GmbH Switzerland AmerisourceBergen Global Manufacturer Services GmbH Switzerland AmerisourceBergen Group GmbH Switzerland AmerisourceBergen International B.

Filing Fee Table

Calculation of Filing Fee Tables S-3 Cencora, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing

Insider Trading Policy

Exhibit 19 Policy Statement Regarding Securities Transactions Overview, Scope and Application This Policy Statement Regarding Securities Transactions (this “Policy”) applies to all directors, officers, associates, consultants, and contractors (“Covered Persons”) of Cencora, Inc.

Exhibit 4.16

Exhibit 4.16 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the common stock, par value $0.01 per share, of Cencora, Inc. (“Cencora,” “we,” “us,” and “our”), which are the only securities of Cencora registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The following

COR / Cencora, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

SC 13G/A 1 cor13gasep24.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) CENCORA INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 03073E105 (CUSIP NUMBER) September 30, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 5, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

Cencora Advances Specialty Leadership Through Acquisition of Retina Consultants of America

Exhibit 99.1 CONFIDENTIAL - Press Release Cencora Advances Specialty Leadership Through Acquisition of Retina Consultants of America CONSHOHOCKEN, PA, November 6, 2024 — Cencora, Inc. (NYSE: COR) today announced that it has entered into a definitive agreement to acquire Retina Consultants of America (“RCA”), a leading management services organization (MSO) of retina specialists, from Webster Equit

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2024 Cencora, Inc.

CENCORA REPORTS FISCAL 2024 FOURTH QUARTER AND YEAR END RESULTS Revenue of $79.1 Billion for the Fourth Quarter, a 14.7 Percent Year-Over-Year Increase Fourth Quarter GAAP Diluted EPS of $0.02 and Adjusted Diluted EPS of $3.34 Revenue of $294.0 Billi

Exhibit 99.1 CENCORA REPORTS FISCAL 2024 FOURTH QUARTER AND YEAR END RESULTS Revenue of $79.1 Billion for the Fourth Quarter, a 14.7 Percent Year-Over-Year Increase Fourth Quarter GAAP Diluted EPS of $0.02 and Adjusted Diluted EPS of $3.34 Revenue of $294.0 Billion for Fiscal Year 2024, a 12.1 Percent Year-Over-Year Increase Fiscal Year 2024 GAAP Diluted EPS of $7.53 and Adjusted Diluted EPS of $1

LETTER

November 1, 2024 Korey Pirouz Senior Vice President Cencora, Inc. 1 West First Avenue Conshohocken, PA 19428 Re: Cencora, Inc. Form 8-K Filed February 27, 2024 File No. 001-16671 Dear Korey Pirouz: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, a

Amended and Restated Credit Agreement, dated as of October 9, 2024, among Cencora, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 9, 2024, among CENCORA, INC., the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BNP PARIBAS SECURITIES CORP., BOFA SECURITIES, INC., CITIBANK, N.A. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners BANK

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 9, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora

Twenty-First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of October 9, 2024, among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd., as administrator

Exhibit 10.2 TWENTY-FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS TWENTY-FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of October 9, 2024 (this “Amendment”) is entered into among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Seller”), AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corpo

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 5, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

COR / Cencora, Inc. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 d858961dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 18)* CENCORA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 03073E105 (CUSIP Number) Lanesha Minnix Executive Vice President and Global Chief Legal Officer Walgreens Boots

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 13, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora

Amendment No. 2 to the Amended and Restated Shareholders Agreement, dated as of August 16, 2024, by and between Cencora, Inc. and Walgreens Boots Alliance, Inc.

EXHIBIT 10.2 amendment NO. 2 to the AMENDED AND RESTATED Shareholders Agreement This AMENDMENT NO. 2 (this “Amendment”) to THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of June 1, 2021 (as further amended on August 2, 2022, the “Shareholders Agreement”) is entered into as of August 16, 2024, by and between Cencora, Inc. a Delaware corporation formerly known as AmerisourceBergen Corpora

Amended and Restated Bylaws of Cencora, Inc., effective as of August 13, 2024

EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF CENCORA, INC. (Amended and restated as of August 13, 2024) Table of Contents Page ARTICLE I OFFICES 1 Section 1.01 Registered Office 1 Section 1.02 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.01 Annual Meetings 1 Section 2.02 Special Meetings 1 Section 2.03 Notice of Meetings 4 Section 2.04 Adjournments 14 Section 2.05 Quorum 14 Sectio

Form of 2024 Employment Agreement applicable to Executive Officers

EXHIBIT 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) by and between Cencora, Inc., a Delaware corporation (hereinafter the “Company”), and [NAME] (the “Executive”), executed by the parties hereto on the dates set forth below and dated and effective as of [DATE] (the “Effective Date”). WHEREAS, the Company and the Executive desire to enter into this Agreement to memorialize the

Form of Indemnification Agreement

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement, effective as of [●], 2024 (this “Agreement”), is made by and between Cencora, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). WHEREAS, the Indemnitee is currently serving or will serve as [an officer] / [a director] and in such capacity has rendered or will render valuable services to the Company; WHEREAS,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 13, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora

CENCORA ELECTS FRANK CLYBURN TO ITS BOARD OF DIRECTORS

EXHIBIT 99.1 Press Release CENCORA ELECTS FRANK CLYBURN TO ITS BOARD OF DIRECTORS CONSHOHOCKEN, PA, August 15, 2024 — Cencora, Inc. (NYSE: COR) today announced that its Board of Directors has elected Frank Clyburn as a new independent director, effective October 1, 2024. With the election of Mr. Clyburn, the Board of Directors will increase to thirteen members. “Cencora’s Board of Directors is ple

COR / Cencora, Inc. / Walgreens Boots Alliance Holdings LLC - SC 13D/A Activist Investment

SC 13D/A 1 d876178dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 17)* CENCORA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 03073E105 (CUSIP Number) Lanesha Minnix Executive Vice President and Global Chief Legal Officer Walgreens Boots

SHARE REPURCHASE AGREEMENT

EX-99.27 2 d876178dex9927.htm EX-99.27 Exhibit 99.27 Execution Version SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of May 22, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder

Share Repurchase Agreement, dated as of August 1, 2024, by and between Cencora, Inc. and Walgreens Boots Alliance Holdings LLC.

Exhibit 10.1 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 1, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Background

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): August 1, 2024 Cencora, Inc.

SHARE REPURCHASE AGREEMENT

EX-99.28 3 d876178dex9928.htm EX-99.28 Exhibit 99.28 Execution Version SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 1, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockhold

8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CENCOR

CENCORA REPORTS FISCAL 2024 THIRD QUARTER RESULTS Revenue of $74.2 billion for the Third Quarter, a 10.9 Percent Increase Year-Over-Year Third Quarter GAAP Diluted EPS of $2.42 and Adjusted Diluted EPS of $3.34 Adjusted Diluted EPS Guidance Range Rai

Exhibit 99.1 CENCORA REPORTS FISCAL 2024 THIRD QUARTER RESULTS Revenue of $74.2 billion for the Third Quarter, a 10.9 Percent Increase Year-Over-Year Third Quarter GAAP Diluted EPS of $2.42 and Adjusted Diluted EPS of $3.34 Adjusted Diluted EPS Guidance Range Raised to $13.55 to $13.65 for Fiscal 2024 CONSHOHOCKEN, PA, July 31, 2024 - Cencora, Inc. (NYSE: COR) today reported that in its fiscal yea

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2024 Cencora, Inc.

* * *

Cencora, Inc. 1 West First Avenue Conshohocken, PA 19428-1800 www.cencora.com Phone 610.727.7000 June 20, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: James Lopez and Rucha Pandit – Office of Finance Re: Cencora, Inc. Form 8-K filed February 27, 2024 File No. 001-16671 Ms. Pandit and Mr. Lopez: This lett

LETTER

United States securities and exchange commission logo June 18, 2024 James Cleary Executive Vice President and Chief Financial Officer Cencora, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16671 AMERISOURCEBERGEN EMPLOYEE INVESTMENT

LETTER

United States securities and exchange commission logo June 6, 2024 Korey Pirouz Senior Vice President Cencora, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Cencora, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Cencora, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-16671 (State or other jurisdiction of incorporation or organization) (Commission File Number) 1 West First Avenue, Conshohocken PA 19428-1800 (Address of principal executive offices) (Zip code) Elizabeth

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 Conflict Minerals Report of Cencora, Inc. For the Reporting Period from January 1, 2023 to December 31, 2023 1. Introduction This Conflict Minerals Report of Cencora, Inc. ("Cencora" or the "Company") for the reporting period from January 1, 2023 to December 31, 2023 (the "Reporting Period") has been prepared in accordance with Rule 13p-1 ("Rule 13p-1") under the Securities Exchange A

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Cencora, Inc. 1 West First Avenue Conshohocken, PA 19428-1800 www.cencora.com Phone 610.727.7000 May 30, 2024 United States Securities and Exchange Commission Washington, D.C. 20549 Attention: Patrick Kuhn and Doug Jones, Division of Corporation Finance, Office of Trade & Services Re: Cencora, Inc. Form 10-K for Fiscal Year Ended September 30, 2023 Response Dated April 18, 2024 File No. 001-16671

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 22, 2024 Cencora, Inc.

CENCORA ANNOUNCES COMMON SHARE REPURCHASE FROM WALGREENS BOOTS ALLIANCE AND RAISES FISCAL 2024 GUIDANCE

Exhibit 99.1 Press Release CENCORA ANNOUNCES COMMON SHARE REPURCHASE FROM WALGREENS BOOTS ALLIANCE AND RAISES FISCAL 2024 GUIDANCE CONSHOHOCKEN, PA, May 22, 2024 — Cencora, Inc. (NYSE: COR) today announced that it has agreed to repurchase shares of its common stock from Walgreens Boots Alliance Holdings LLC in the amount of approximately $400 million in a private transaction. Cencora is also raisi

Share Repurchase Agreement, dated as of May 22, 2024, by and between Cencora, Inc. and Walgreens Boots Alliance Holdings LLC.

Exhibit 10.1 Execution Version SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of May 22, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholde

LETTER

United States securities and exchange commission logo May 16, 2024 James Cleary Executive Vice President and Chief Financial Officer Cencora, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 30, 2024 Cencora, Inc.

Form of Restricted Stock Unit Award to Executive (2024) under the Registrant's 2022 Omnibus Incentive Plan.

Exhibit 10.4 CENCORA, INC. RESTRICTED STOCK UNIT AWARD TO EMPLOYEE Participant: Participant Name Number of Restricted Stock Units Granted: Number of Shares Granted Date of Grant: Grant Date Vesting Date: All Shares on the Second Anniversary of the Date of Grant RECITALS This Restricted Stock Unit Award (this “Award Agreement”) is made by Cencora, Inc., a Delaware corporation (the “Company”), pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CENCO

CENCORA REPORTS FISCAL 2024 SECOND QUARTER RESULTS Revenue of $68.4 billion for the Second Quarter, a 7.8 Percent Increase Year-Over-Year Second Quarter GAAP Diluted EPS of $2.09 and Adjusted Diluted EPS of $3.80 Adjusted Diluted EPS Guidance Range R

Exhibit 99.1 CENCORA REPORTS FISCAL 2024 SECOND QUARTER RESULTS Revenue of $68.4 billion for the Second Quarter, a 7.8 Percent Increase Year-Over-Year Second Quarter GAAP Diluted EPS of $2.09 and Adjusted Diluted EPS of $3.80 Adjusted Diluted EPS Guidance Range Raised to $13.30 to $13.50 for Fiscal 2024 CONSHOHOCKEN, PA, May 1, 2024 - Cencora, Inc. (NYSE: COR) today reported that in its fiscal yea

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 2024 Cencora, Inc.

Omnibus Amendment, dated as of April 17, 2024, constituting (i) the Twentieth Amendment to Amended and Restated Receivables Purchase Agreement among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the purchaser agents and purchasers party thereto, and MUFG Bank, Ltd., as administrator, (ii) the Second Amendment to Amended and Restated Receivables Sale Agreement among Amerisource Receivables Financial Corporation, as buyer, and AmerisourceBergen Drug Corporation and ASD Specialty Healthcare, LLC, as originators, and (iii) the First Amendment to Second Amended and Restated Performance Undertaking made by Cencora, Inc., as performance guarantor, in favor of Amerisource Receivables Financial Corporation, as buyer (incorporated by reference to Exhibit 10.1 to the Registrant's Current Form 8-K filed on April 23, 2024

  Exhibit 10.1   EXECUTION VERSION   OMNIBUS AMENDMENT   This OMNIBUS AMENDMENT, dated as of April 17, 2024 (this “Amendment”), is:   (1)            THE TWENTIETH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, among AMERISOURCE RECEIVABLES FINANCIAL CORPORATION, a Delaware corporation (in such capacity, the “Seller”), AMERISOURCEBERGEN DRUG CORPORATION, a Delaware corporation, a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 17, 2024 Cencora, Inc.

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Cencora, Inc. 1 West First Avenue Conshohocken, PA 19428-1800 www.cencora.com Phone 610.727.7000 April 18, 2024 United States Securities and Exchange Commission Washington, D.C. 20549 Attention: Patrick Kuhn and Doug Jones, Division of Corporation Finance, Office of Trade & Services Re: Cencora, Inc. Form 10-K for Fiscal Year Ended September 30, 2023 Filed November 21, 2023 File No. 001-16671 Gent

LETTER

United States securities and exchange commission logo April 5, 2024 James Cleary Executive Vice President and Chief Financial Officer Cencora, Inc.

Amended and Restated Certificate of Incorporation of Cencora, Inc., effective March 14, 2024.

Exhibit 3.1 CENCORA, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ARTICLE I NAME The name of the corporation is Cencora, Inc. (hereinafter referred to as the “Corporation”). ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The registered office of the Corporation in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

Employment, Transition, and Release Agreement, dated as of March 12, 2024, between the Company and Steven H. Collis (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K/A filed on March 15, 2024)

Exhibit 10.2 EMPLOYMENT, TRANSITION, AND RELEASE AGREEMENT This EMPLOYMENT, TRANSITION, AND RELEASE AGREEMENT (this “Agreement”) by and between Cencora, Inc. (f/k/a AmerisourceBergen Corporation), a Delaware corporation (hereinafter the “Company”), and Steven Collis (the “Executive”), is executed by the parties (the “Parties”) hereto on March 12, 2024 (the “Effective Date”). WHEREAS, the Company a

Amended and Restated Employment Agreement, dated as of March 12, 2024, between the Company and Robert P. Mauch (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K/A filed on March 15, 2024)

  Exhibit 10.1    AMENDED AND RESTATED EMPLOYMENT AGREEMENT   AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between Cencora, Inc. (f/k/a AmerisourceBergen Corporation), a Delaware corporation (hereinafter the “Company”), and Robert Mauch (the “Executive”), executed by the parties hereto on the dates set forth below and dated as of March 12, 2024.   WHEREAS, the Company and the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): March 12, 2024 Cencora, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 11, 2024 Cencora, Inc.

CENCORA ANNOUNCES LEADERSHIP SUCCESSION PLAN CEO Steven H. Collis to Transition to Executive Chair; COO Robert P. Mauch to Become President and CEO Both Appointments Effective October 1, 2024 Company Reaffirms Fiscal Year 2024 Guidance

Exhibit 99.1 Press Release CENCORA ANNOUNCES LEADERSHIP SUCCESSION PLAN CEO Steven H. Collis to Transition to Executive Chair; COO Robert P. Mauch to Become President and CEO Both Appointments Effective October 1, 2024 Company Reaffirms Fiscal Year 2024 Guidance CONSHOHOCKEN, PA, March 12, 2024 — Cencora, Inc. (NYSE: COR) today announced that Steven H. Collis will retire as President and Chief Exe

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 21, 2024 Cencora, Inc. (Ex

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 21, 2024 Cencora, Inc.

COR / Cencora, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) CENCORA INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 03073E105 (CUSIP NUMBER) December 31, 2023 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

COR / Cencora, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0564-cencorainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 18)* Name of issuer: Cencora Inc Title of Class of Securities: Common Stock CUSIP Number: 03073E105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu

Share Repurchase Agreement, dated as of February 7, 2024, by and between Cencora, Inc. and Walgreens Boots Alliance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 9, 2024)

Exhibit 10.1 EXECUTION VERSION SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of February 7, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockh

COR / Cencora, Inc. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

SHARE REPURCHASE AGREEMENT

EX-99.26 2 d762999dex9926.htm EX-99.26 Exhibit 99.26 EXECUTION VERSION SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of February 7, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockho

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 7, 2024 Cencora, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 5, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

Form of 5.125% Senior Notes due 2034 (incorporated by reference to Exhibit A to Twelfth Supplemental Indenture, dated February 7, 2024, by and between Cencora, Inc. and U.S. Bank Trust Company, National Association, as trustee, related to the Registrant's 5.125% Senior Notes due 2034, which is filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on February 7, 2024).

  Exhibit 4.1    Execution Version   CENCORA, INC.   $500,000,000   5.125% SENIOR NOTES DUE 2034       TWELFTH SUPPLEMENTAL INDENTURE   Dated as of February 7, 2024   To   INDENTURE   Dated as of November 19, 2009       U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,   as Trustee         TABLE OF CONTENTS     Page       ARTICLE 1       Definitions and Other Provisions of General Application       S

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 5, 2024 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

Calculation of Filing Fee Table(1) Form 424(b)(5) (Form Type) Cencora, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table(1) Form 424(b)(5) (Form Type) Cencora, Inc.

CENCORA CLOSES $500 MILLION SENIOR NOTES OFFERING

Exhibit 99.1 CENCORA CLOSES $500 MILLION SENIOR NOTES OFFERING CONSHOHOCKEN, PA, February 7, 2024 — Cencora, Inc. (NYSE: COR) today announced the closing of its public offering of $500 million aggregate principal amount of its 5.125% Senior Notes due 2034 (the “Notes”), in an underwritten registered public offering. The offering was made pursuant to an effective shelf registration statement Cencor

Underwriting Agreement for 5.125% Senior Notes due 2034, dated as of February 5, 2024.

Exhibit 1.1 [EXECUTION] Cencora, Inc. $500,000,000 5.125% Senior Notes due 2034 Underwriting Agreement February 5, 2024 BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Citigroup Global Markets In

Cencora, Inc. $500,000,000 5.125% Senior Notes due 2034

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(2)  Registration No. 333-261306 Prospectus Supplement (To Prospectus dated November 23, 2021) Cencora, Inc. $500,000,000 5.125% Senior Notes due 2034 We are offering $500,000,000 aggregate principal amount of 5.125% Senior Notes due 2034 (the “notes”). The notes will bear interest at a rate of 5.125% per year, payable semi-annually in arrears on Feb

Final Form

Exhibit 99.1 Final Form CENCORA PRICES $500 MILLION 5.125% SENIOR NOTES DUE 2034 CONSHOHOCKEN, PA, February 5, 2024 — Cencora, Inc. (NYSE: COR) today announced that it priced $500 million aggregate principal amount of its 5.125% Senior Notes due 2034 (the “Notes”), in an underwritten registered public offering. The offering is being made pursuant to an effective shelf registration statement Cencor

Cencora, Inc. $500,000,000 5.125% Senior Notes due 2034 Pricing Term Sheet Issuer: Cencora, Inc. Offering Format: SEC Registered Trade Date: February 5, 2024 Settlement Date: February 7, 2024 (T+2) Joint Book-Running Managers: BofA Securities, Inc. C

Filed Pursuant to Rule 433 Registration No. 333-261306 February 5, 2024 Cencora, Inc. $500,000,000 5.125% Senior Notes due 2034 Pricing Term Sheet Issuer: Cencora, Inc. Offering Format: SEC Registered Trade Date: February 5, 2024 Settlement Date: February 7, 2024 (T+2) Joint Book-Running Managers: BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Wells Fargo Securities

SUBJECT TO COMPLETION, DATED FEBRUARY 5, 2024

TABLE OF CONTENTS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the preliminary prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CE

CENCORA REPORTS FISCAL 2024 FIRST QUARTER RESULTS Revenue of $72.3 billion for the First Quarter, a 15.0% Percent Increase Year-Over-Year First Quarter GAAP Diluted EPS of $2.98 and Adjusted Diluted EPS of $3.28 Adjusted Diluted EPS Guidance Range Ra

Exhibit 99.1 CENCORA REPORTS FISCAL 2024 FIRST QUARTER RESULTS Revenue of $72.3 billion for the First Quarter, a 15.0% Percent Increase Year-Over-Year First Quarter GAAP Diluted EPS of $2.98 and Adjusted Diluted EPS of $3.28 Adjusted Diluted EPS Guidance Range Raised to $13.25 to $13.50 for Fiscal 2024 CONSHOHOCKEN, PA, January 31, 2024 - Cencora, Inc. (NYSE: COR) today reported that in its fiscal

Cencora, Inc. Deferred Compensation Plan, effective January 1, 2024.

Exhibit 10.3 CENCORA, INC. DEFERRED COMPENSATION PLAN EFFECTIVE JANUARY 1, 2024 ARTICLE 1 DESIGNATION OF PLAN AND DEFINITIONS Section 1.1 Title; Purpose; Background. This Plan shall be known as the “Cencora, Inc. Deferred Compensation Plan”, as may be amended from time to time, and is an amendment and restatement of the AmerisourceBergen Corporation 2001 Deferred Compensation Plan. The purpose of

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 31, 2024 Cencora, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Stateme

ARS

Summary Annual Report 20232 03 About Cencora 05 CEO letter 12 Financial highlights 14 Management team 15 Board of Directors 16 GAAP/Non-GAAP financial measures 18 Corporate information Table of contents3 About Cencora Cencora is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

COR / Cencora, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us03073e1055012424.txt us03073e1055012424.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 15) Cencora, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 03073E105 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED JANUARY 17, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED JANUARY 17, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 12, 2024 Cencora, Inc.

Amended and Restated Bylaws of Cencora, Inc., effective as of December 26, 2023

  Exhibit 3.2   AMENDED AND RESTATED BYLAWS   OF   CENCORA, INC.   (Amended and restated as of December 26, 2023)         TABLE OF CONTENTS     Page     ARTICLE I OFFICES 1       Section 1.01 Registered Office 1       Section 1.02 Other Offices 1       ARTICLE II MEETINGS OF STOCKHOLDERS 1       Section 2.01 Annual Meetings 1       Section 2.02 Special Meetings 1       Section 2.03 Notice and Busi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 26, 2023 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

Marked Changes to Amended and Restated Bylaws of Cencora, Inc.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CENCORA, INC. (Amended and restated as of August 30, 2023 December 26, 2023) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.01 Registered Office 1 Section 1.02 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.01 Annual Meetings 1 Section 2.02 Special Meetings 1 Section 2.03 Notice and Business of Meetings 6 Section 2.04 Adjournments 1

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 18, 2023 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 CENCORA, INC

Dodd-Frank Compensation Recoupment Policy.

Exhibit 97 Dodd-Frank Compensation Recoupment Policy of Cencora, Inc. Adopted as of November 8, 2023, with retroactive effectiveness from October 2, 2023 Section 1. Purpose. Cencora, Inc. (the “Company”) has adopted this Compensation Recoupment Policy (this “Policy”) to implement a mandatory clawback policy in the event of a Restatement in compliance with the applicable rules of the NYSE. Any capi

Description of the Registrant's Securities

Exhibit 4.16 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the common stock, par value $0.01 per share, of Cencora, Inc. (“Cencora,” “we,” “us,” and “our”), which are the only securities of Cencora registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The following

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The following is a list of significant subsidiaries of the Registrant: Subsidiary Jurisdiction of Incorporation AB Singapore Investments Pte Ltd Singapore AB UK Holdings Ltd UK AH UK Holdco 1 Ltd UK Amerisource Receivables Financial Corporation Delaware AmerisourceBergen Drug Corporation Delaware AmerisourceBergen Global Holdings GmbH Switzerland AmerisourceBergen Global Manufacturer Services GmbH Switzerland AmerisourceBergen Group GmbH Switzerland AmerisourceBergen International B.

COR / Cencora Inc. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 d309218dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* CENCORA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 03073E105 (CUSIP Number) Danielle Gray Executive Vice President, Global Chief Legal Officer Walgreens Boots Alli

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): November 9, 2023 Cencora, Inc.

SHARE REPURCHASE AGREEMENT

EX-99.25 2 d309218dex9925.htm EX-99.25 Exhibit 99.25 Execution Version SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 9, 2023 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockho

Share Repurchase Agreement, dated as of November 9, 2023, by and between Cencora, Inc. and Walgreens Boots Alliance Holdings LLC

Exhibit 10.1 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 9, 2023 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Backgroun

CENCORA REPORTS FISCAL 2023 FOURTH QUARTER AND YEAR END RESULTS Revenue of $68.9 Billion for the Fourth Quarter, a 12.7 Percent Year-Over-Year Increase Fourth Quarter GAAP Diluted EPS of $1.72 and Adjusted Diluted EPS of $2.86 Revenue of $262.2 Billi

Exhibit 99.1 CENCORA REPORTS FISCAL 2023 FOURTH QUARTER AND YEAR END RESULTS Revenue of $68.9 Billion for the Fourth Quarter, a 12.7 Percent Year-Over-Year Increase Fourth Quarter GAAP Diluted EPS of $1.72 and Adjusted Diluted EPS of $2.86 Revenue of $262.2 Billion for Fiscal Year 2023, a 9.9 Percent Year-Over-Year Increase Fiscal Year 2023 GAAP Diluted EPS of $8.53 and Adjusted Diluted EPS of $11

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 2, 2023 Cencora, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 6, 2023 Cencora, Inc.

, 2023, among Cencora, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 10, 2023)

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 6, 2023, among CENCORA, INC., the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BNP PARIBAS SECURITIES CORP., BOFA SECURITIES, INC., CITIBANK, N.A. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners BANK

Amended and Restated Certificate of Incorporation of Cencora, Inc. effective as of August 30, 2023.

Exhibit 3.1 CENCORA, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ARTICLE I NAME The name of the corporation is Cencora, Inc. (hereinafter referred to as the “Corporation”). ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The registered office of the Corporation in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New

Amended and Restated Bylaws of Cencora, Inc. effective as of August 30, 2023.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CENCORA, INC. (Amended and restated as of August 30, 2023) 1 Table of Contents Page Article I OFFICES 1 Section 1.01 Registered Office 1 Section 1.02 Other Offices 1 Article II MEETINGS OF STOCKHOLDERS 1 Section 2.01 Annual Meetings 1 Section 2.02 Special Meetings 1 Section 2.03 Notice and Business of Meetings 6 Section 2.04 Adjournments 9 Section 2.05 Qu

AmerisourceBergen becomes Cencora, in alignment with the company’s growing global footprint and central role in pharmaceutical access and care New name of company reflects unified global presence and collective goal of creating healthier futures by a

Exhibit 99.1 AmerisourceBergen becomes Cencora, in alignment with the company’s growing global footprint and central role in pharmaceutical access and care New name of company reflects unified global presence and collective goal of creating healthier futures by accelerating positive outcomes for customers and their patients Company announces more than $5 million commitment to global corporate phil

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 30, 2023 Cencora, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 9, 2023 AmerisourceBergen Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-16671 Delaware 23-3079390 (State or other jurisdiction of (I.

AMERISOURCEBERGEN ELECTS WERNER BAUMANN AND LAUREN TYLER TO ITS BOARD OF DIRECTORS

Exhibit 99.1 PRESS RELEASE AmerisourceBergen Corporation 1 West First Avenue Conshohocken, PA 19428 AMERISOURCEBERGEN ELECTS WERNER BAUMANN AND LAUREN TYLER TO ITS BOARD OF DIRECTORS CONSHOHOCKEN, PA, August 15, 2023 — AmerisourceBergen Corporation (NYSE: ABC) today announced that its Board of Directors has elected Werner Baumann and Lauren M. Tyler as new independent directors, effective October

Share Repurchase Agreement, dated as of August 2, 2023, by and between AmerisourceBergen Corporation and Walgreens Boots Alliance Holdings LLC

Exhibit 10.1 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 2, 2023 by and between AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Background A.            The Selling Stockho

Underwriting Agreement, dated as of August 3, 2023, by and among AmerisourceBergen Corporation, Walgreens Boots Alliance Holdings LLC, Goldman Sachs & Co. LLC, Bank of America, N.A., Citibank, N.A., Deutsche Bank AG, London Branch, Goldman Sachs International, Mizuho Markets Americas LLC, Morgan Stanley Bank, N.A., Société Générale and Wells Fargo Bank, National Association.

Exhibit 1.1 AmerisourceBergen Corporation 10,500,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement August 3, 2023 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Bank of America, N.A. One Bryant Park, 8th Fl. New York, NY 10036 Citibank, N.A. 390 Greenwich Street, 3rd Floor New York, NY 10013 Deutsche Bank AG, London Branch 1 Columbus Circle New York, NY 10019

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): August 2, 2023 AmerisourceBergen Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-6671 Delaware 23-3079390 (State or other jurisdiction of (I.

SHARE REPURCHASE AGREEMENT

EX-99.24 Exhibit 99.24 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 2, 2023 by and between AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Background A. The Selling Stockhol

10,500,000 Shares AmerisourceBergen Corporation Common Stock

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(7)  Registration No. 333-261306 Prospectus Supplement (To Prospectus dated November 23, 2021) 10,500,000 Shares AmerisourceBergen Corporation Common Stock This prospectus supplement relates to an underwritten offering (the “offering”) of an aggregate of 7,293,548 shares of common stock, par value $0.01 per share, of AmerisourceBergen Corporation (th

ABC / Amerisource Bergen Corp. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

AmerisourceBergen Corporation 10,500,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement

EX-99.22 Exhibit 99.22 AmerisourceBergen Corporation 10,500,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement August 3, 2023 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Bank of America, N.A. One Bryant Park, 8th Fl. New York, NY 10036 Citibank, N.A. 390 Greenwich Street, 3rd Floor New York, NY 10013 Deutsche Bank AG, London Branch 1 Columbus Circle New Yor

Calculation of Filing Fee Table(1) Form 424(b)(7) (Form Type) AmerisourceBergen Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table(1) Form 424(b)(7) (Form Type) AmerisourceBergen Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (2) Proposed Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Fees to be Paid Equity Common Stock, par value $0.

SUBJECT TO COMPLETION, DATED AUGUST 3, 2023

TABLE OF CONTENTS The information contained in this preliminary prospectus supplement is not complete and may be changed.

AMERISOURCEBERGEN REPORTS FISCAL 2023 THIRD QUARTER RESULTS Revenue of $66.9 billion for the Third Quarter, an 11.5 Percent Increase Year-Over-Year Third Quarter GAAP Diluted EPS of $2.35 and Adjusted Diluted EPS of $2.92 Adjusted Diluted EPS Guidanc

Exhibit 99.1 AmerisourceBergen Corporation 1 West First Avenue Conshohocken, PA 19428 AMERISOURCEBERGEN REPORTS FISCAL 2023 THIRD QUARTER RESULTS Revenue of $66.9 billion for the Third Quarter, an 11.5 Percent Increase Year-Over-Year Third Quarter GAAP Diluted EPS of $2.35 and Adjusted Diluted EPS of $2.92 Adjusted Diluted EPS Guidance Range Raised to $11.85 to $11.95 for Fiscal 2023 Company will

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-16671 AMERIS

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): August 2, 2023 AmerisourceBergen Co

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): August 2, 2023 AmerisourceBergen Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-6671 Delaware 23-3079390 (State or other jurisdiction of (I.

Share Repurchase Agreement, dated as of June 15, 2023, by and between AmerisourceBergen Corporation and Walgreens Boots Alliance Holdings LLC.

Exhibit 10.1 Execution Version SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of June 15, 2023 by and between AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Background A.           The

SHARE REPURCHASE AGREEMENT

EX-99.21 Exhibit 99.21 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of June 15, 2023 by and between AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Background A. The Selling Stockhold

ABC / Amerisource Bergen Corp. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.