COR Cencora, Inc. - 8-K

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.

On
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.

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