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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.) |
| 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 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.
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 | ||
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 | 0% |
| (c) | Acknowledgements. The Company and Executive acknowledge and agree that no portion of the Sign-on 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. |
| (c) | Any notices delivered under this Agreement shall be delivered pursuant to Section 13(b) of the Employment 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
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,” “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 Securities Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by the federal securities laws.
Bennett S. Murphy
Senior Vice President, Investor Relations & Enterprise Productivity
bennett.murphy@cencora.com
Source: Cencora