Form 8-K

8-K — Cencora, Inc.

Accession: 0001104659-26-068357

Filed: 2026-05-29

Period: 2026-05-23

CIK: 0001140859

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2615955d1_8k.htm (Primary)

EX-10.3 — EXHIBIT 10.3 (tm2615955d1_ex10-3.htm)

EX-99.1 — EXHIBIT 99.1 (tm2615955d1_ex99-1.htm)

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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 name of registrant as specified in its charter)

Commission File Number: 1-16671

Delaware

23-3079390

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

West First Avenue Conshohocken, PA

19428-1800

(Address of principal executive offices)

(Zip Code)

(610) 727-7000

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report.)

Securities registered pursuant

to Section 12(b) of the Act:

Title of

each class

Trading Symbol(s)

Name of exchange

on which registered

Common stock

COR

New York Stock Exchange (NYSE)

2.875% Senior Notes due 2028

COR28

New York Stock Exchange (NYSE)

3.625% Senior Notes due 2032

COR32

New York Stock Exchange (NYSE)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27,

2026, Cencora, Inc. (the “Company”) announced that Eva C. Boratto has been appointed Executive Vice President and Chief

Financial Officer of the Company (the “Appointment”), effective June 29, 2026 (the “Effective Date”). Ms. Boratto

succeeds James F. Cleary, who will be retiring from his role as Executive Vice President and Chief Financial Officer as previously disclosed.

Mr. Cleary will serve in an advisory capacity through the end of 2026.

Ms. Boratto,

age 59, most recently served as Chief Financial Officer of Bath & Body Works, Inc. since August 2023. Prior to that,

she served as Chief Financial Officer of Opentrons Labwork Inc., a privately held life sciences company, from February 2022 to July 2023.

She previously spent 12 years at CVS Health Corporation as Executive Vice President and Chief Financial Officer (2018 to 2021), Executive

Vice President, Controller and Chief Accounting Officer (2017 to 2018), Senior Vice President and Chief Accounting Officer (2013 to 2017),

and Senior Vice President for Pharmacy Benefit Management Finance (2010 to 2013). Earlier in her career, Ms. Boratto spent 20 years

at Merck & Co., Inc. in a number of leadership roles, including Vice President U.S. Market Finance Leader. Ms. Boratto

serves on the board of directors of Mars, Inc., where she is Chair of the Audit Committee, and currently serves on the board of directors of United

Parcel Service, Inc., where she is Chair of the Audit Committee. Ms. Boratto earned a Master of Business Administration from

Drexel University and a Bachelor of Science in Accounting and Economics from Rutgers University.

On May 23,

2026, the Company and Ms. Boratto entered into an employment agreement (the “Employment Agreement”) in the form for executive

officers previously filed by the Company as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on August 16, 2024 (the “August 2024 8-K”), which will become effective as of the Effective

Date. Ms. Boratto will be (i) paid an annual base salary of $1,000,000, (ii) eligible for an annual bonus target of 100%

of base salary, and (iii) eligible for the same long-term and short-term incentive arrangements as provided for other executive officers

of the Company, as described in the “Compensation Discussion and Analysis” section of the Company’s definitive proxy

statement filed with the Securities and Exchange Commission on January 22, 2026. The Employment Agreement covers termination (including

in the event of a change in control) and severance benefits and includes non-competition, confidentiality, and related provisions as described

under “Named Executive Officer Employment Agreements” in Item 5.02 of the August 2024 8-K, which is incorporated herein

by reference.

On May 23,

2026, the Company and Ms. Boratto entered into a Sign-on Bonus Reimbursement Agreement which provides for a one-time cash sign-on

bonus of $2,000,000, which is subject to repayment to the Company in the event of Ms. Boratto’s resignation (except in the

case of death or disability), breach of the Employment Agreement or termination for Cause (as defined in the Employment Agreement), in

declining percentages based on the time elapsed since the Effective Date and ending on the one-year anniversary thereof.

Ms. Boratto

will also receive a one-time restricted stock unit award under the Company’s 2022 Omnibus Incentive Plan with a value of $6,000,000,

subject to three-year ratable vesting, to be granted on the Effective Date.

The

Company also entered into its standard form of Indemnification Agreement for directors and executive officers with Ms. Boratto

on May 23, 2026, which will become effective on the Effective Date. The form of the indemnification

agreement was previously filed by the Company as Exhibit 10.1 to the August 2024 8-K. The description of the form of

indemnification agreement in Item 1.01 of the August 2024 8-K is incorporated herein by reference.

The

foregoing summaries of the Employment Agreement, Indemnification Agreement, and Sign-on Bonus Reimbursement Agreement are

qualified in their entireties by reference to the full text of each agreement, which are Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3,

respectively, to this Current Report on Form 8-K (“Current Report”) and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

May 27, 2026, the Company issued a press release announcing the Appointment in which the Company also reaffirmed its previously issued

adjusted diluted earnings per share guidance range of $17.70 to $17.90 for fiscal year 2026, and also reaffirmed its long-term guidance

for adjusted operating income growth of 7% to 10% and adjusted diluted earnings per share growth of 10% to 14%. A copy of the press release

is attached as Exhibit 99.1 and incorporated herein by reference.

The

information in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange

Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be

incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly

set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

Certain of the

statements contained in this Current Report are “forward-looking statements” within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Words such as “aim,” “anticipate,”

“believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “might,” “on track,” “opportunity,” “plan,” “possible,”

“potential,” “predict,” “project,” “seek,” “should,” “strive,”

“sustain,” “synergy,” “target,” “will,” “would” and similar expressions are

intended to identify such forward-looking statements, but the absence of these words does not mean the statement is not forward-looking.

These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances and

speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates

that could prove incorrect or could cause actual results to vary materially from those indicated. A more detailed discussion of the risks

and uncertainties that could cause our actual results to differ materially from those indicated is included (i) in the “Risk

Factors” and “Management’s Discussion and Analysis” sections in the Company’s Annual Report on Form 10-K

for the fiscal year ended September 30, 2025 and elsewhere in that report and (ii) in other reports filed by the Company pursuant

to the Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required

by the federal securities laws.

Supplemental Information Regarding Non-GAAP Financial

Measures

To supplement the

financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses the non-GAAP financial

measures described below. The non-GAAP financial measures should be viewed in addition to, and not in lieu of, financial measures calculated

in accordance with GAAP. These supplemental measures may vary from, and may not be comparable to, similarly titled measures by other companies.

The non-GAAP financial

measures are presented because management uses non-GAAP financial measures to evaluate the Company’s operating performance, to perform

financial planning, and to determine incentive compensation. Therefore, Cencora believes that the presentation of non-GAAP financial measures

provides useful supplementary information to, and facilitates additional analysis by, investors. The presented non-GAAP financial measures

exclude items that management does not believe reflect the Company’s core operating performance because such items are outside the

control of the Company or are inherently unusual, non-operating, unpredictable, non-recurring, or non-cash.

The Company does

not provide a reconciliation for non-GAAP financial measures on a forward-looking basis to the most comparable GAAP financial measures

on a forward-looking basis because it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and

the information is not available without unreasonable effort due to the uncertainty and potential variability of reconciling items, which

are dependent on future events, are out of the Company’s control and/or cannot be reasonably predicted, and the probable significance

of which cannot be determined.

We have included

the following non-GAAP financial measures in this Current Report and the press release attached as Exhibit 99.1:

Adjusted

operating income: Adjusted operating income is a non-GAAP financial measure that excludes

gains from antitrust litigation settlements; LIFO expense (credit); Türkiye highly inflationary

impact; acquisition-related intangibles amortization; litigation and opioid-related (credit)

expenses, net; acquisition and divestiture-related deal and integration expenses; restructuring

and other expenses, net; and impairment of assets, including goodwill. Management believes

that this non-GAAP financial measure is useful to investors as a supplemental way to evaluate

the Company’s performance because these do not reflect unusual, non-operating, unpredictable,

non-recurring or non-cash amounts or items that are outside the control of the Company.

Adjusted

diluted earnings per share: Adjusted diluted earnings per share excludes the per share impact

of adjustments including gains from antitrust litigation settlements; Türkiye highly

inflationary impact; LIFO expense (credit); acquisition-related intangibles amortization;

litigation and opioid-related (credit) expenses, net; acquisition and divestiture-related

deal and integration expenses; restructuring and other expenses, net; impairment of assets,

including goodwill; the remeasurement gain related to the acquisition of OneOncology; (loss)

on remeasurement of an equity investment; the gain (loss) on the currency remeasurement related

to 2020 Swiss tax reform; and the loss on divestiture of non-core businesses, in each case

net of the tax effect calculated using the applicable effective tax rate for those items.

In addition, the per share impact of certain discrete tax items and the per share impact

of amortization of deferred tax assets relating to 2020 Swiss tax reform are also excluded

from adjusted diluted earnings per share. Management believes that this non-GAAP financial

measure is useful to investors because it eliminates the per share impact of the items that

are outside the control of the Company or that we consider to not be indicative of ongoing

operating performance due to their inherent unusual, non-operating, unpredictable, non-recurring,

or non-cash nature.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Form of 2024 Employment Agreement applicable to Executive Officers (incorporated

by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 16, 2024).

10.2

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K filed on August 16, 2024).

10.3

Sign-on Bonus Reimbursement Agreement, dated as of May 23, 2026, between the Company and Eva Boratto.

99.1

Press Release of Cencora, Inc., dated May 27, 2026.

104

Cover Page Interactive

Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the

Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Cencora, Inc.

Date:

May 29, 2026

By:

/s/ Robert P. Mauch

Name:

Robert P. Mauch

Title:

President and Chief Executive Officer

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2615955d1_ex10-3.htm · Sequence: 2

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 sign-on bonus in order to encourage Executive’s employment with the Company, subject to the terms

and conditions stated below.

Executive acknowledges that this Agreement supplements

and does not supersede that certain Employment Agreement, entered into by and between the Company and Executive in connection with the

commencement of Executive’s employment with the Company (the “Employment Agreement”), effective as of

the “Effective Date” (as defined in the Employment Agreement and referred to as the “Start Date”

herein); provided that this Agreement will only be effective once the Employment Agreement becomes effective on the Effective Date.

(1) PAYMENT; REPAYMENT OBLIGATION.

(a) Payment of Sign-On Bonus. If Executive (i) timely executes and returns this Agreement and

the Employment Agreement to the Company, (ii) commences employment with the Company on the Start Date, and (iii) complies with

and continues to comply with Executive’s obligations under the Employment Agreement, within 45 days following the Start Date, Executive

will be paid a one-time sign-on cash bonus in the amount of $2,000,000 (the “Sign-on Bonus”), subject

to the terms and conditions described in this Agreement (including the repayment obligation set forth in subsection (b) below). If any

of the events set forth in clauses (i) through (iii) of Section 1(b) occur prior to the date on which the Sign-on Bonus is paid to Executive,

then the Sign-on Bonus shall be forfeited and the Company shall cease to have any further obligations under this Agreement.

(b) Repayment Obligation. In the event that (i) Executive resigns employment with the Company

other than on account of Executive’s death or Disability (as defined in the Employment Agreement); (ii) Executive breaches

any material obligation under the Employment Agreement; or (iii) the Company terminates the employment of Executive for Cause (as

defined in the Employment Agreement), in any case prior to the applicable date listed in the “Termination Date” column of

the following table, Executive shall be required to pay the portion of the Sign-on Bonus set forth in the “Portion of Sign-on Bonus

Subject to Executive’s Repayment Obligation” column of the following table:

Termination Date

Portion of Sign-on Bonus

Subject to Executive’s

Repayment Obligation

Within the first 90 days of the Start Date

100%

On or after the 91st day following the Start Date and on or before the 180th day following the Start Date

75%

On or after the 181st day following the Start Date and on or before the 270th day following the Start Date

50%

On or after the 271st day following the Start Date and on or before the 300th day following the Start Date

25%

On or after the 301st day following the Start Date and on or before the 365th day following the Start Date

10%

After the first anniversary of the Start Date

Bonus will be subject to the foregoing repayment obligation (i) if Executive’s employment is terminated by the Company without

Cause at any time or (ii) Executive remains employed through the first anniversary of the Start Date and Executive’s employment

is terminated for any reason after the first anniversary of the Start Date.

(d) In the event Executive becomes obligated to repay any portion of the Sign-on Bonus in accordance with

Section 1(b), such amount shall be repaid on an after-tax basis, net of any taxes that the Company has withheld or Executive may have

previously paid on such amount.

(2) Tax Withholding. All payments under this Agreement are subject to applicable tax withholding.

(3) Executive Acknowledgment. Executive acknowledges and represents that by executing this Agreement

and the Employment Agreement and by performing Executive’s obligations under the Employment Agreement, Executive will not breach

or be in conflict with any other agreement to which Executive is a party or is bound, and that Executive is not subject to any covenants

against competition or similar covenants that would affect the performance of his obligations for the Company or any of its affiliates.

(4) Section 409A. This Agreement is intended to comply with, or be exempt from, section 409A of the

Internal Revenue Code of 1986, as amended, and its corresponding regulations (“Section 409A”). In no event may

Executive, directly or indirectly, designate the calendar year of a payment. If any amounts payable under this Agreement would be subject

to any penalty tax by reason of the application of Section 409A, the Company will use commercially reasonable efforts to take such

reasonable steps as it may determine to be necessary or desirable to ensure that such amounts are not subject to such penalty tax. However,

any such tax under Section 409A is ultimately Executive’s responsibility.

(5) Entire Agreement, Amendments and Waiver. This Agreement constitutes the entire agreement between

the Company and Executive concerning its subject matter and it supersedes all prior oral and written agreements, arrangements, understandings,

warranties, representations, and statements between the parties concerning its subject matter; provided that the Employment Agreement

and any other covenant, non-disclosure agreement or confidentiality agreement is still in full force and effect. This Agreement may be

amended only by agreement of the parties set forth in writing.

(6) Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware,

excluding any conflict-of-law rule or principle that might refer to the laws of another jurisdiction. Any disputes under this Agreement

will be adjudicated according to the dispute resolution provisions of the Employment Agreement, including Section 13(e) thereof.

(7) Miscellaneous.

(a) Executive’s rights and interests under this Agreement may not be assigned or transferred in whole

or in part either directly or by operation of law or otherwise (except in an event of Executive’s death), including, but not limited

to, by way of execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and Executive’s rights or interests

under this Agreement shall not be subject to any obligation or liability of other than any obligations or liabilities owed by Executive

to the Company.

(b) This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed

to be an original, and such counterparts will together constitute but one Agreement. Delivery of an executed counterpart of this Agreement

by .pdf, DocuSign or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Agreement.

[signature page follows]

If this letter correctly sets forth our agreement on the subject matter

hereof, please sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Very truly yours,

CENCORA, INC.

/s/ Silvana Battaglia

By:

Silvana Battaglia

Title:

Executive Vice President and Chief Human Resources Officer

AGREED AND ACKNOWLEDGED:

/s/ Eva Boratto

Date:

May 23, 2026

Eva Boratto

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615955d1_ex99-1.htm · Sequence: 3

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, who will be retiring from

his role as Executive Vice President and Chief Financial Officer as previously announced. Mr. Cleary will serve in an advisory capacity

through the end of 2026 to help ensure a smooth transition.

Ms. Boratto is an experienced public company executive with considerable

financial and operational experience across the healthcare and consumer sectors. She most recently served as Chief Financial Officer of

Bath & Body Works, Inc., where she played a key leadership role in the company’s multi-year transformation strategy.

During her tenure, the company strengthened its financial discipline; this work included the company’s Fuel for Growth program,

which delivered more than $300 million in cumulative cost savings, supporting strategic reinvestment. She previously spent 12 years at

CVS Health Corporation, where she held leadership roles, including Chief Financial Officer, and played a key role in developing and executing

the company’s growth strategy, digitization investments and the integration of the company’s acquisition of Aetna. Ms. Boratto

serves on the board of Mars, Inc., where she is Chair of the Audit Committee, and currently serves on the board of United Parcel

Service, Inc., where she is Chair of the Audit Committee.

“Eva is a purpose-driven executive with deep healthcare experience

and strong financial and operational expertise, and we are pleased to welcome her,” said Robert P. Mauch, President and Chief Executive

Officer of Cencora. “Her experience leading complex, global finance organizations and a track record of financial discipline and

execution make her the right finance leader for Cencora. We believe she will be a great addition to the team as we continue executing

our pharmaceutical-centric strategy and advancing our core growth priorities to drive sustainable shareholder value creation.”

“Cencora plays a pivotal role at the

center of the global pharmaceutical supply chain, and I am delighted to join this purpose-driven organization and help advance its

growth strategy,” said Ms. Boratto. “I look forward to working with Bob and the rest of the leadership team as we

build on Cencora’s track record of execution and growth.”

Mr. Mauch added, “On behalf of the Cencora team, I

want to thank Jim for his years of leadership and significant contributions to Cencora. We wish him all the best in his next chapter.”

Fiscal 2026 and Long-Term Guidance Expectations

Cencora is reaffirming its previously issued adjusted diluted EPS guidance

range of $17.70 to $17.90 for fiscal year 2026. On May 21, 2026, Cencora updated its fiscal year 2026 guidance for adjusted diluted

EPS from a previous range of $17.65 to $17.90, as a result of opportunistic share repurchases completed in May.

Cencora is also reaffirming its long-term guidance for adjusted operating

income growth of 7% to 10% and adjusted diluted EPS growth of 10% to 14%.

About Eva C. Boratto

Ms. Boratto most recently served as Chief Financial Officer

of Bath & Body Works, where she played a key role in shaping the company’s financial priorities and led initiatives

to reposition the business, optimize its store footprint and invest in digital capabilities to drive profitable growth. Previously,

Ms. Boratto spent 12 years in leadership roles at CVS Health Corporation, most recently serving as Executive Vice President and

Chief Financial Officer. Earlier in her career, Ms. Boratto held leadership positions of increasing responsibility at

Merck & Co., Inc., including financial oversight of the company’s $15 billion U.S. pharmaceutical business,

driving the transformation and growth of its global vaccines business and leading investor relations. Ms. Boratto serves on the

board of directors of Mars, Inc., where she is Chair of the Audit Committee, and currently serves on the board of directors of

United Parcel Service, Inc., where she is Chair of the Audit Committee. Ms. Boratto earned a Master of Business

Administration from Drexel University and a Bachelor of Science in Accounting and Economics from Rutgers University.

About Cencora

Cencora is a leading global pharmaceutical solutions organization centered

on improving the lives of people and animals around the world. We partner with pharmaceutical innovators across the value chain to facilitate

and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery of pharmaceuticals, healthcare

products, and solutions. Our worldwide team members contribute to positive health outcomes through the power of our purpose: We are united

in our responsibility to create healthier futures. Cencora is ranked #10 on the Fortune 500 and #18 on the Global Fortune 500 with more

than $300 billion in annual revenue. Learn more at investor.cencora.com.

Cencora’s Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this press release are “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended (the “Securities Exchange Act”). Words such as “aim,” “anticipate,”