Cencora 10-Q 2026-03-31

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

CENCORA, INC.

(Exact name of registrant as specified in its charter)

(610) 727-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting 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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The number of shares of common stock of Cencora, Inc. outstanding as of April 30, 2026 was 194,561,060.

CENCORA, INC.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “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 “Exchange Act”). These forward-looking statements may include, without

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In reviewing this Management’s Discussion and Analysis of Financial Condition and Results of Operations, please note that we face many uncertainties and risks related to various economic, political and regulatory environments in which we operate, both within the U.S. and internationally. Refer to the headings “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended September 30, 2025, as well as the heading “Cautionary Note Regarding Forward-Looking Statements” above for additional information related to our present business environment.

Recent Development

On February 2, 2026, we acquired the majority of the outstanding equity interests that we did not previously own in OneOncology, a physician-led national platform empowering independent medical specialty practices rooted in oncology, for total fair value consideration of $7,387.1 million, which included cash consideration of $4,648.7 million, $1,934.2 million of fair value of our previously held equity method investment, $752.1 million of estimated contingent consideration for certain OneOncology physicians and members of management that retained an 8% interest in OneOncology, and $52.0 million for the settlement of a receivable resulting from a pre-existing commercial arrangement between us and OneOncology. We funded the transaction through a combination of new debt financing (see Note 7 of the Notes to Consolidated Financial Statements) and cash on-hand. We believe the acquisition of OneOncology allows us to broaden our relationships with community oncology providers and to build on our leadership in specialty pharmaceuticals within our U.S. Healthcare Solutions reportable segment.

Executive Summary

This executive summary provides highlights from the results of operations that follow:

• Revenue increased by $2.9 billion, or 3.8%, and $7.3 billion, or 4.7%, from the prior year quarter and six-month period, respectively, primarily due to growth in both reportable segments. U.S. Healthcare Solutions’ revenue increased by $1.9 billion, or 2.9%, and $5.6 billion, or 4.0%, from the prior year quarter and six-month period, respectively, primarily due to overall market growth largely driven by unit volume growth, including increased sales of specialty products to health systems and physician practices and products labeled for diabetes and/or weight loss in the GLP-1 class of $1.9 billion, or 23.0%, and $2.9 billion, or 16.7% from the prior year quarter and six-month period, respectively, offset in part by a decline in manufacturer prices related to certain brand pharmaceutical products, a decrease in sales due to losses of an oncology customer and a grocery customer, and lower sales to our large mail order customer as a result of brand conversions. International Healthcare Solutions’ revenue increased by $0.9 billion, or 13.0%, and $1.5 billion, or 11.2%, from the prior year quarter and six-month period, respectively, primarily due to increased sales at our European distribution business.

• Gross profit increased by $528.5 million, or 17.3%, and $1,042.6 million, or 18.6%, from the prior year quarter and six-month period, respectively, primarily due to the increases in gross profit in both reportable segments and LIFO credits in the current year periods in comparison to LIFO expense in the prior year periods, offset in part by lower gains from antitrust litigation settlements in the current year periods in comparison to the prior year periods. U.S. Healthcare Solutions’ gross profit increased by $370.9 million, or 19.7%, and $799.7 million, or 24.0%, from the prior year quarter and six-month period, respectively. The increase from the prior year quarter is primarily due to the February 2026 acquisition of OneOncology and increased sales. The increase from the prior year six-month period is primarily due to the January 2025 acquisition of RCA, the February 2026 acquisition of OneOncology, and increased sales. International Healthcare Solutions’ gross profit increased by $98.0 million, or 13.7%, and $123.2 million, or 8.3%, from the prior year quarter and six-month period, respectively, primarily due to increases in gross profit at our European distribution business and our global specialty logistics business.

• Total operating expenses increased by $422.1 million, or 20.9%, and $882.0 million, or 22.8%, from the prior year quarter and six-month period, respectively. The increase from the prior year quarter is primarily due to the February 2026 acquisition of OneOncology, and the increase from the prior year six-month period is primarily due to the January 2025 acquisition of RCA, the February 2026 acquisition of OneOncology, and an impairment of assets of our U.S. Consulting Services business that is held for sale.

• Total segment operating income increased by $71.1 million, or 6.0%, and $184.5 million, or 8.6%, from the prior year quarter and six-month period. U.S. Healthcare Solutions’ operating income increased by $53.3 million, or 5.6%, and $197.7 million, or 12.1%, from the prior year quarter and six month-period. The increase from the prior year quarter is primarily due to the February 2026 acquisition of OneOncology and overall growth, and the increase from the prior year six-month period is primarily due to the January 2025 acquisition of RCA, the February 2026 acquisition of OneOncology, and overall growth. International Healthcare Solutions’ operating income increased by $21.2 million, or 13.7%, from the prior year quarter and

decreased $1.8 million, or 0.6%, from the prior year six-month period. The increase from the prior year quarter is primarily due to increased operating income at our European distribution business and our global specialty logistics business.

• Our effective tax rates were 22.0% and 21.5% for the three and six months ended March 31, 2026, respectively. Our effective tax rates were 22.7% and 21.8% for the three and six months ended March 31, 2025, respectively. The effective tax rates for the three and six months ended March 31, 2026 and 2025 were higher than the U.S. statutory rate primarily due to U.S. state income taxes, offset in part by the benefit of income taxed at rates lower than the U.S. statutory rate and tax benefits associated with equity compensation.

Results of Operations

Revenue

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We have no material changes to the disclosures on this matter made in our Annual Report on Form 10-K for the year ended September 30, 2025.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are intended to ensure that information required to be disclosed in the Company’s reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also are intended to ensure that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and have concluded that the Company’s disclosure controls and procedures were effective for their intended purposes as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

During the second quarter of fiscal 2026, there was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

See Note 10 (Legal Matters and Contingencies) of the Notes to Consolidated Financial Statements set forth under Item 1 of Part I of this Quarterly Report on Form 10-Q for the Company’s current description of legal proceedings.

Our significant business risks are described in Item 1A to our Form 10-K for the fiscal year ended September 30, 2025 to which reference is made herein.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the fiscal quarter ended March 31, 2026. See Note 8, “Stockholders’ Equity and Earnings per Share,” contained in “Notes to Consolidated Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

Executive Officer Trading Arrangements

During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (a “Rule 10b5-1 trading arrangement”) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K), except as follows:

James F. Cleary, our Executive Vice President and Chief Financial Officer, terminated a Rule 10b5-1 trading arrangement on March 20, 2026. Mr. Cleary had adopted this Rule 10b5-1 trading arrangement on December 19, 2025, pursuant to which he was permitted to sell up to 75,000 shares of the Company's common stock, including shares to be received upon the exercise of vested stock options, prior to the earlier to occur of December 31, 2026 or completion of all sales under the plan.

(a) 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 thereunto duly authorized.