Form 8-K

8-K — Cencora, Inc.

Accession: 0001104659-26-117576

Filed: 2026-10-21

Period: 2026-10-21

CIK: 0001140859

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

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2627778d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2627778d1_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): October 21, 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 2.02 Results of Operations and Financial

Condition.

On October 21, 2026, Cencora,

Inc., a Delaware corporation (the “Company”), announced updated fiscal year 2026 financial expectations and the transaction

described in Item 7.01 below, pursuant to the news release described in Item 7.01 below. A copy of the news release is attached hereto

as Exhibit 99.1 and incorporated herein by reference.

The updated financial expectations

included in the news release described in Item 7.01 below are based on information available to Company management as of the date of the

news release. In addition, because the Company’s financial closing procedures for the full-year 2026 are not yet complete, the

Company’s actual results may change as a result of such financial closing procedures, final adjustments, management’s review

of results, and other developments that may arise between the date of the news release and the time financial results for the full-year

2026 are finalized. The Company will discuss its expectations for fiscal 2027 on its fiscal fourth quarter 2026 earnings call on November

4, 2026.

The information in this Current

Report, including the exhibit attached hereto as Exhibit 99.1 and the information under this Item 2.02 and Item 7.01 below, is being

furnished to the Securities and Exchange Commission (the “SEC”) 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such

a filing.

Item 7.01 Regulation FD Disclosure.

On October 21, 2026, the

Company issued a news release announcing that it has entered into an Agreement and Plan of Merger, dated as of October 20, 2026, by and

among the Company, Dolphins Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”)

and American Oncology Network, Inc., a Delaware corporation (“AON”), pursuant to which, upon the terms and subject to the

conditions set forth therein, Merger Sub will merge with and into AON (the “Merger”), with AON surviving the Merger as a

wholly-owned subsidiary of the Company. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by

reference.

Cautionary Note Regarding Forward-Looking

Statements

Certain of the statements

contained in this communication are “forward-looking statements” within the meaning of Section 27A of the Securities Act

and Section 21E of the Exchange Act. Such forward-looking statements may include, without limitation, statements about the proposed transaction

with AON (the “proposed transaction”), the expected timetable for completing the proposed transaction, the benefits of the

proposed transaction, future opportunities for the Company and AON and any other statements regarding the Company’s or AON’s

future operations, financial or operating results, anticipated business levels, future earnings, planned activities, anticipated growth,

market opportunities, strategies, and other expectations for future periods. 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 forward-looking statements, but the absence of these words does not mean that a 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. Because forward-looking

statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by

such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the parties’

ability to meet expectations regarding the timing of the proposed transaction; the parties’ ability to consummate the proposed

transaction when expected or at all because required regulatory, stockholder, or other approvals or other conditions to closing are not

received or satisfied on the anticipated schedule or at all (and the risk that such approvals may result in the imposition of conditions

that could adversely affect the Company or AON or the expected benefits of the proposed transaction); inherent uncertainties involved

in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures,

in accordance with GAAP and related standards, or on an adjusted basis; the Company’s or AON’s failure to achieve expected

or targeted future financial and operating performance and results; the possibility that the Company may be unable to achieve expected

benefits, synergies and operating efficiencies in connection with the proposed transaction within the expected time frames or at all;

the ability to promptly and effectively integrate the businesses of AON with those of the Company; the possibility that the proposed

transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; business disruption

being greater than expected following the proposed transaction; the recruiting and retention of key employees being more difficult following

the proposed transaction; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the impacts

of competition; changes in the economic and financial conditions of the business of the Company or AON; the occurrence of any event,

change, or other circumstance that could give rise to the right of the Company or AON to terminate the definitive agreement governing

the terms and conditions of the proposed transaction; the outcome of any legal proceedings that may be instituted against the Company

or AON; the Company’s de-leveraging plans and the ability of the Company to maintain its investment grade rating; and uncertainties

and matters beyond the control of management and other factors described under “Risk Factors” in the Company’s Annual

Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. You can access the Company’s filings with

the SEC through the SEC website at www.sec.gov or through the Company’s website, and the Company strongly encourages you to do

so. Except as required by applicable law, the Company undertakes no obligation to update any statements herein for revisions or changes

after the date of this communication.

This communication is neither

an offer to sell nor a solicitation of an offer to buy any securities of the Company. Any such offer will only be made pursuant to a

prospectus filed with the SEC or pursuant to one or more exemptions from the registration requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Joint Press Release dated October 21, 2026 of Cencora, Inc. and American Oncology Network, Inc.

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:

October 21, 2026

By:

/s/ Eva C. Boratto

Name:

Eva C. Boratto

Title:

Executive Vice President & Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627778d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

CENCORA TO ACQUIRE

AMERICAN ONCOLOGY NETWORK TO STRENGTHEN SUPPORT OF COMMUNITY ONCOLOGY

Builds on Cencora’s

MSO platform by adding complementary capabilities and expanding presence across twelve additional states

CONSHOHOCKEN, PA & FORT MYERS, Fla.,

October 21, 2026 — Cencora, Inc. (NYSE: COR) today announced it has signed a definitive agreement to acquire American

Oncology Network, Inc. (“AON”) (OTCQX: AONC), a physician-led network of more than 350 oncology providers across 21 states.

“The acquisition of AON will expand our

physician-led oncology MSO and support of care in communities across the country,” said Robert P. Mauch, President and Chief Executive

Officer of Cencora. “AON serves as a trusted partner to oncology practices with a differentiated solution set designed to meet their

comprehensive needs. With the addition of AON to our leading MSO network, we will enhance our capabilities for independent practices,

strengthening patient access to high-quality, cost-effective care, while fortifying our growth platform to drive long-term value for our

stakeholders.”

AON has built a physician-led model that is reshaping

how community oncology is delivered, and Cencora shares AON’s commitment to community-based, patient-centered cancer care. The transaction

is expected to support AON with the resources to expand the integrated services patients rely on, enhance technology and practice support

capabilities, and continue welcoming new practices and physicians to enable high-quality patient care. Clinical decisions will continue

to rest with AON’s physicians.

“Our physicians, clinicians and care teams,

and the patients they serve, have always been at the heart of AON, and this agreement is about giving them more support, more resources

and more time for patient care,” said Todd Schonherz, Chief Executive Officer of American Oncology Network. “This is the next

chapter of the same mission: high-quality, accessible cancer care delivered close to home, led by physicians who know their patients best.

As an investor in AON since 2020 and a leader in oncology, Cencora understands that mission and will partner with us to accelerate that

goal.”

“For patients facing a cancer diagnosis,

ensuring dependable access to advanced and innovative therapy is crucial to their survival,” said Stephen “Fred” Divers,

M.D., Chief Medical Officer of American Oncology Network. “This partnership will bolster AON’s mission of sustainably delivering

the highest quality care to patients in their own communities.”

Transaction Overview

Cencora currently holds approximately 4% of the

equity interests in AON and, under the terms of the transaction, has agreed to acquire all of the equity interests that it does not currently

own. The transaction values AON at an enterprise value of $2.4 billion, consisting of $2.3 billion at closing and contingent value rights

(“CVRs”) of up to $100 million (with the CVRs payable by Cencora upon the satisfaction of certain conditions).

As it relates to Cencora’s cash outlay at

the time of closing, certain AON stockholders may participate in an equity rollover representing up to 25% of AON. Assuming these stockholders

retain 25% of AON through the equity rollover, Cencora expects to pay approximately $1.7 billion to increase its ownership in AON to 75%.

Cencora expects the acquisition to be accretive

to Cencora’s adjusted diluted EPS in the second year post-closing.

The transaction is subject to the satisfaction

of customary closing conditions, including receipt of required regulatory clearances and AON stockholder approvals. The agreement has

been approved by AON’s Board of Directors, acting on the unanimous recommendation of AON’s special committee of independent

and disinterested directors.

Cencora Advisors

Citi is serving as lead financial advisor to Cencora,

and J.P. Morgan Securities LLC is also serving as a financial advisor to Cencora. Holland & Knight LLP and Sidley Austin LLP

are serving as legal advisors to Cencora.

AON Advisors

Moelis & Company LLC is serving as exclusive financial advisor

to the Special Committee of the Board of Directors of AON. McDermott Will & Schulte LLP is serving as legal counsel to AON, and

Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to the special committee. Longacre Square Partners is serving

as strategic communications advisor to AON.

Cencora’s Fiscal Year 2026 Expectations

Cencora does not provide forward-looking guidance

on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available or cannot

be reasonably estimated.

Cencora’s Fiscal Year 2026 Expectations

on an Adjusted (non-GAAP) Basis

Cencora has updated its

fiscal year 2026 financial guidance to reflect the strength of the U.S. Healthcare Solutions reportable segment. Cencora now expects adjusted

diluted earnings per share (EPS) to be at least $17.90, which is at the high end of the previous range of $17.75 to $17.95.

Cencora will discuss its expectations for

fiscal 2027 on its fiscal fourth quarter 2026 earnings call on November 4, 2026, and remains confident in its ability to deliver

continued growth in its U.S. and International Healthcare Solutions segments consistent with its long-term guidance, as communicated on

its third quarter fiscal 2026 earnings call.

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 #16 on the

Global Fortune 500 with more than $300 billion in annual revenue. Learn more at investor.cencora.com.

About American Oncology Network

American Oncology Network (AON) is an alliance

of physicians and seasoned healthcare leaders partnering to ensure the long-term success and viability of community oncology and other

specialties. Founded in 2018, AON’s rapidly expanding network represents more than 350 providers practicing across 21 states. AON

pioneers innovative healthcare solutions through its physician-led model, fostering value-based care that improves patient outcomes while

reducing costs and expanding access to quality care. AON equips its network physicians with the tools they need to thrive independently

while providing comprehensive support, integrated revenue-diversifying ancillary services, and practice management expertise, enabling

physicians to focus on what matters most – providing the highest standard of care for every patient. AON is committed to promoting

health equity by addressing disparities in cancer care and ensuring that all patients have access to the care they need to achieve optimal

health outcomes. With a focus on innovation and collaboration, AON is shaping the future of community oncology. For more information,

please visit AONcology.com or follow us on LinkedIn, Facebook, X (formerly Twitter) and YouTube.

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”). Such forward-looking

statements may include, without limitation, statements about the proposed transaction with AON (the “proposed transaction”),

the expected timetable for completing the proposed transaction, the benefits of the proposed transaction, future opportunities for Cencora

and AON and any other statements regarding Cencora’s or AON’s future operations, financial or operating results, anticipated

business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, and other expectations for

future periods. 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 forward-looking statements, but the absence of these words does not

mean that a 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.

Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those

expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not

limited to: the parties’ ability to meet expectations regarding the timing of the proposed transaction; the parties’ ability

to consummate the proposed transaction when expected or at all because required regulatory, stockholder, or other approvals or other conditions

to closing are not received or satisfied on the anticipated schedule or at all (and the risk that such approvals may result in the imposition

of conditions that could adversely affect Cencora or AON or the expected benefits of the proposed transaction); inherent uncertainties

involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures,

in accordance with GAAP and related standards, or on an adjusted basis; Cencora’s or AON’s failure to achieve expected or

targeted future financial and operating performance and results; the possibility that Cencora may be unable to achieve expected benefits,

synergies and operating efficiencies in connection with the proposed transaction within the expected time frames or at all; the ability

to promptly and effectively integrate the businesses of AON with those of Cencora; the possibility that the proposed transaction may be

more expensive to complete than anticipated, including as a result of unexpected factors or events; business disruption being greater

than expected following the proposed transaction; the recruiting and retention of key employees being more difficult following the proposed

transaction; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the impacts of competition;

changes in the economic and financial conditions of the business of Cencora or AON; the occurrence of any event, change, or other circumstance

that could give rise to the right of Cencora or AON to terminate the definitive agreement governing the terms and conditions of the proposed

transaction; the outcome of any legal proceedings that may be instituted against Cencora or AON; Cencora’s de-leveraging plans and

the ability of Cencora to maintain its investment grade rating; and uncertainties and matters beyond the control of management and other

factors described under “Risk Factors” in Cencora’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q

and other filings with the SEC. You can access Cencora’s filings with the SEC through the SEC website at www.sec.gov or

through Cencora’s website, and Cencora strongly encourages you to do so. Except as required by applicable law, Cencora undertakes

no obligation to update any statements herein for revisions or changes after the date of this communication.

This press release is neither an offer to sell

nor a solicitation of an offer to buy any securities of Cencora. Any such offer will only be made pursuant to a prospectus filed with

the SEC or pursuant to one or more exemptions from the registration requirements of the Securities Act of 1933, as amended.

SUPPLEMENTAL INFORMATION REGARDING NON-GAAP

FINANCIAL MEASURE

To supplement the financial measures prepared

in accordance with U.S. generally accepted accounting principles (GAAP), Cencora uses the non-GAAP financial measure described below.

The non-GAAP financial measure should be viewed in addition to, and not in lieu of, financial measures calculated in accordance with GAAP.

This supplemental measure may vary from, and may not be comparable to, similarly titled measures by other companies.

The non-GAAP financial measure is presented because

management uses non-GAAP financial measures to evaluate Cencora’s operating performance, to perform financial planning, and to determine

incentive compensation. Therefore, Cencora believes that the presentation of the non-GAAP financial measure provides useful supplementary

information to, and facilitates additional analysis by, investors. The presented non-GAAP financial measure excludes items that management

does not believe reflect Cencora’s core operating performance because such items are outside the control of Cencora or are inherently

unusual, non-operating, unpredictable, non-recurring, or non-cash.

Cencora does not provide a reconciliation for

this non-GAAP financial measure on a forward-looking basis to the most comparable GAAP financial measure 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 out of Cencora’s control and/or

cannot be reasonably predicted, and the probable significance of which cannot be determined. In addition, because Cencora’s financial

closing procedures for the full-year 2026 are not yet complete, our actual results may change as a result of such financial closing procedures,

final adjustments, management's review of results, and other developments that may arise between now and the time financial results for

the full-year 2026 are finalized.

This press releases includes adjusted diluted

earnings per share (“EPS”), which represents diluted earnings per share determined in accordance with GAAP adjusted for specific

items including, the per share impact of: 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; the impairment of assets, including goodwill; the remeasurement

gain related to the acquisition of OneOncology; gain on equity method investment; and the gain (loss) on the currency remeasurement related

to 2020 Swiss tax reform, 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 the 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 our ongoing operating performance due to their inherent unusual, non-operating, unpredictable, non-recurring,

or non-cash nature.

Contacts:

Bennett S. Murphy

Senior Vice President, Investor Relations and Enterprise Productivity

Bennett.Murphy@cencora.com

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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