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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): August 27, 2025
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.) |
| 1 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 August 27, 2025, Cencora, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed D. Mark Durcan as Chairman of the Board, effective October 1, 2025. Mr. Durcan has served as a director of the Company since September 2015 and as the Board’s Lead Independent Director since March 2023.
Mr. Durcan will succeed Steven H. Collis who confirmed to the Board that, as previously reported, he will retire as Executive Chairman of the Board and as a director, effective at the end of the Company’s fiscal year ending September 30, 2025.
As a result of Mr. Collis stepping down from the Board, the size of the Board will be reduced from 11 to 10 directors, effective upon his retirement. Mr. Collis’ decision to retire from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 7.01 | Regulation FD Disclosure. |
On August 27, 2025, the Company issued a news release announcing the matter. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished 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. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | News Release of Cencora, Inc., dated August 27, 2025 | |
| 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. | ||
| August 27, 2025 | By: | /s/ Elizabeth S. Campbell |
| Name: Elizabeth S. Campbell | ||
| Title: Executive Vice President and Chief Legal Officer | ||
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 since 2016 and previously served as Cencora’s Chief Executive Officer from 2011 until 2024. As previously disclosed, Mr. Collis was elected to serve as Executive Chairman of the Board effective October 1, 2024 for a period of one year.
“Our Board is confident that Mark’s public company CEO and board experience, along with his strategic planning and technological innovation experience, make him the right person to step into this role and support Cencora’s continued leadership as a healthcare company,” said Robert P. Mauch, President and Chief Executive Officer of Cencora. “As Lead Independent Director, Mark has played an integral role in the Board’s work to oversee the company’s pharmaceutical-centric strategy and position Cencora to extend on our track record of delivering sustainable long-term growth.”
“It is a privilege to be named Chairman of the Board and to succeed Steve,” said Mr. Durcan. “We believe Cencora is well positioned to continue to deliver value to all of its stakeholders through our critical role in the rapidly evolving healthcare industry. On behalf of my fellow directors, I thank Steve for his leadership and forward-looking thinking, which helped Cencora become a global healthcare solutions leader.”
Mr. Durcan has served as Cencora’s Lead Independent Director since 2023 and has been a member of its Board of Directors since 2015. He is the retired Chief Executive Officer of Micron Technology, Inc., a role that he held from 2012 to 2017 after serving in positions of increasing responsibility since 1984. Mr. Durcan currently serves as a director of ASML Holding NV and is a member of the Board of Trustees of Rice University. Mr. Durcan formerly served as a director of Advanced Micro Devices, Inc., Freescale Semicoductor, Inc., Micron Technology, Inc., MWI Veterinary Supply, Inc. (prior to its acquisition by Cencora), St. Luke’s Health System of Idaho, and Veoneer.
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 51,000+ 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 $290 billion in annual revenue. Learn more at investor.cencora.com
Contact:
Bennett S. Murphy
Senior Vice President, Head of Investor Relations & Treasury
bennett.murphy@cencora.com