UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-16671
CENCORA EMPLOYEE INVESTMENT PLAN
(Full title of the plan)
(Name of issuer of the securities held pursuant to the plan)
| 1 West First Avenue, Conshohocken, PA | 19428-1800 | |||||||
| (Address of principal executive offices of issuer of securities) | (Zip code) | |||||||
Cencora Employee Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2025 and 2024 and for the year ended December 31, 2025
TABLE OF CONTENTS
| Audited Financial Statements | |||||
| Supplemental Schedule and Additional Information | |||||
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of Cencora Employee Investment Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Cencora Employee Investment Plan (the Plan) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2025 and 2024, and the changes in its net assets available for benefits for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2025 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 1986.
Philadelphia, Pennsylvania
June 18, 2026
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Cencora Employee Investment Plan
Statements of Net Assets Available for Benefits
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Investments at fair value | |||||||||||
| Registered investment companies | $ | $ | |||||||||
| Common collective trust funds | |||||||||||
| Commingled funds | |||||||||||
| Common stock fund | |||||||||||
| Total investments | |||||||||||
| Receivables | |||||||||||
| Notes receivable from participants | |||||||||||
| Employer contributions | |||||||||||
| Other receivables | |||||||||||
| Total receivables | |||||||||||
| Net assets available for benefits | $ | $ | |||||||||
See accompanying notes.
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Cencora Employee Investment Plan
Statement of Changes in Net Assets Available for Benefits
| Year Ended December 31, 2025 | |||||
| Changes to net assets attributed to investment income: | |||||
| Interest and dividend income | $ | ||||
| Net appreciation in fair value of investments | |||||
| Total investment income | |||||
| Interest income on notes receivable from participants | |||||
| Contributions: | |||||
| Participant | |||||
| Employer | |||||
| Rollover | |||||
| Total contributions | |||||
| Benefits paid to participants | ( | ||||
| Administrative expenses | ( | ||||
| Net increase in net assets available for benefits | |||||
| Net assets available for benefits: | |||||
| Beginning of year | |||||
| End of year | $ | ||||
See accompanying notes.
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Cencora Employee Investment Plan
Notes to Financial Statements
December 31, 2025
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Cencora Employee Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan Document for a complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan that covers eligible employees of Cencora, Inc. and affiliated companies (collectively, the "Company" or "Employer"), who have at least 30 days of continuous employment. If not already enrolled, eligible full-time employees are automatically enrolled in the Plan on the first day of the first payroll period that coincides with, or the next payroll period following, the date that represents 90 days of continuous employment (30 days of continuous employment for rehired participants who had previously met the eligibility requirements) unless they waive participation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company’s Benefits Committee is responsible for the general administration of the Plan.
Contributions
Each year, participants are entitled to make pre-tax deferral or Roth contributions from 1 % to 50 % of their eligible compensation, up to the annual Internal Revenue Service ("IRS") contribution limit. The Company contributes to the Plan for each participating employee an amount equal to 100 % of the participant’s contributions up to 3 % and 50 % on the next 2 % of the participant’s eligible contributions. If automatically enrolled, a participant’s deferral is set at a 5 % pretax contribution rate of eligible compensation until changed by the participant. The automatic deferral percentage increases by 1 % each year on the anniversary date of the participant’s automatic enrollment date but will not exceed 10 % of compensation. Participants who have attained age 50 before the end of the year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions and/or transfers from other qualified defined benefit or defined contribution plans. Participant contributions and the matching employer contributions are recorded in the year in which the participant contributions are withheld from compensation. Discretionary employer contributions are recorded in the year which they are related and paid in the subsequent Plan year. The Plan was amended to increase the deferral limit to 90 % of eligible compensation effective January 1, 2026. All contributions are subject to certain limitations of the Internal Revenue Code ("IRC").
At the discretion of the Company, additional amounts may be contributed to each eligible participating employee’s account annually. Eligible employees must be employed by the Company on the last day of the Plan year except for an employee that is retired, disabled or due to death. The Company approved $11,685,335 of discretionary contributions for the 2025 Plan year, which is included in Employer Contributions on the Statement of Net Assets Available for Benefits as of December 31, 2025.
Upon enrollment, a participant may direct the investment of employee and employer contributions to any of the Plan’s fund options. However, effective January 1, 2018, no new contributions under the Plan or amounts in an existing account under the Plan shall be invested in the Cencora Stock Fund, and cash dividends paid on Cencora, Inc.’s stock will be invested in accordance with the individual participant’s investment allocations for new contributions as of the dividend payment date. Participants may change their investment options at any time. Participants that are automatically enrolled have their initial contributions invested in a Fidelity Freedom Blend Commingled Pool Class T retirement date fund based upon their anticipated retirement dates until they change their election. The Company’s contributions are invested in the same manner as that of the participant’s elective contributions.
Participant Accounts
A separate account is maintained for each investment option of a participant by type of contribution. Each participant’s account is credited with the participant’s contributions, the Company’s contributions, and allocations of Plan earnings and is charged with the investment fund’s underlying administrative expenses. Plan earnings are allocated based upon the participant’s share of net earnings or losses of their respective elected investment options. Allocations of administrative expenses are based on the participant’s account balances, as defined in the Plan’s provisions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
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Vesting
Participants immediately vest in their own contributions and actual earnings or losses thereon. In addition, participants are immediately vested in their Company matching contributions and actual earnings or losses thereon, except for certain participants merged into the Plan whose former matching contributions continue to vest according to the predecessor plan’s vesting provisions.
The vesting of the Company’s discretionary contributions, if any, is based on a graded schedule as follows:
| Years of Service | Vested Percentage | |||||||
| Less than 2 years | ||||||||
| 2 years but less than 3 years | ||||||||
| 3 years but less than 4 years | ||||||||
| 4 years but less than 5 years | ||||||||
| 5 years or more | ||||||||
Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 , reduced by the highest outstanding loan balance in the last twelve months, or 50 % of their vested account balance. This amount will be transferred from the participant’s account and placed in a separate participant loan fund. Interest charged on participant loans is credited to the individual participant accounts.
The term of the loan may not exceed five years unless it qualifies as a primary residence loan, in which case the loan may not exceed ten years . A participant may not have more than one loan outstanding at any point in time, and a participant must wait at least three months following repayment in full of the prior loan before applying for a new loan. Participant loans are collateralized by the vested balance in the participant’s account and bear interest at the Prime Rate (as determined by the Plan administrator as of the date the loan is processed), plus one percent. Foreclosure on defaulted participant loans does not occur until a distributable event, as defined in the Plan, occurs. Principal and interest are paid through payroll deductions. As of December 31, 2025 and 2024, participant loans are shown as a receivable of the Plan. Interest rates on loans outstanding as of December 31, 2025 ranged from 4.25 % to 8.50 %.
Payment of Benefits
Upon termination of service, death, disability, or retirement, the vested portion of a participant’s account, less any loans outstanding, may be distributed in a lump sum or, in certain defined situations, in annual installments. Participants who terminate employment on or after attainment of age 55 are permitted to take installment distributions of their vested plan benefits. A participant whose vested account balance is $1,000 or less shall immediately receive the entire vested account balance. In addition, hardship withdrawals are permitted if certain criteria are met. Hardship withdrawals do not require a suspension of contributions to the Plan.
Forfeited Accounts
If participants separate from service before becoming fully vested in their accounts, the portion of the account attributable to nonvested Employer discretionary contributions and predecessor plans, plus/minus actual earnings or losses thereon is not forfeited until the earlier of the date the participant receives a distribution or the date the participant incurs a five-year break in service. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions. During the year ended December 31, 2025, Employer matching contributions were reduced by $1,200,156 from forfeited nonvested accounts. Forfeited nonvested balances totaled $59,070 and $36,596 as of December 31, 2025 and 2024, respectively.
Administrative Expenses
The Plan’s administrative expenses are paid by either the Plan or the Company, as provided by the Plan’s provisions. Administrative expenses paid by the Plan include recordkeeping and trustee fees. Expenses relating to purchases, sales, and transfers of the Plan’s investments are charged to the particular investment fund to which the expenses relate. Participants pay recordkeeping fees that are deducted from their accounts quarterly. All other administrative expenses of the Plan are paid by the Company and are excluded from these financial statements.
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Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the Plan’s net assets available for benefits, after Plan expenses, will be distributed to each participant according to his or her account balance, which will fully vest immediately.
SECURE 2.0 Act
On December 29, 2022, the SECURE 2.0 Act was signed into law by President Biden as part of the Consolidated Appropriations Act of 2023. The Plan has been updated with the required changes, including implementing the Roth catch-up contribution requirement and adopting the super catch-up provision for participants ages 60-63 effective January 1, 2026.
NOTE 2 - RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate and market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis in accordance with U.S. generally accepted accounting principles ("GAAP").
Use of Estimates
The preparation of financial statements, in conformity with GAAP, requires management to make estimates that affect the amounts reported in the financial statements, accompanying notes, and supplemental schedule. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 4 for further discussion and disclosures related to fair value measurements.
Shares of registered investment companies are quoted at market prices, which represent the net asset value of shares held by the Plan at the end of the year. Participant transactions (purchases and sales) of the commingled funds and the common collective trust fund may occur daily as both types of funds have readily determinable fair values. The Cencora Stock Fund is valued at its year-end closing price.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are recorded as a component of dividend income. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold, as well as held, during the year.
Payment of Benefits
Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance, plus any accrued but unpaid interest. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded. Interest income on notes receivable from participants is recorded when it is earned. Participants pay administrative fees upon request of a loan and throughout the duration of the repayment period. The Company’s reserves for participant loans that were deemed uncollectible were $422,068 and $405,131 as of December 31, 2025 and 2024, respectively.
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NOTE 4 - FAIR VALUE MEASUREMENTS
In accordance with ASC 820, Fair Value Measurements and Disclosures, assets and liabilities measured at fair value are categorized into the following fair value hierarchy:
Level 1 Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 Financial assets and liabilities whose values are based on the following:
a)Quoted prices for similar assets or liabilities in active markets;
b)Quoted prices for identical or similar assets or liabilities in non-active markets;
c)Pricing models whose inputs are observable for substantially the full term of the asset or liability; and
d)Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Level 3 Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s own judgment about the assumptions that a market participant would use in pricing the asset or liability.
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level of input that is significant to the fair value measure in its entirety.
Below are the Plan’s financial instruments carried at fair value on a recurring basis by their ASC 820 fair value hierarchy levels:
| Assets at Fair Value as of December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Registered investment companies | $ | $ | $ | $ | |||||||||||||||||||
| Common collective trust funds | |||||||||||||||||||||||
| Commingled funds | |||||||||||||||||||||||
| Common stock fund | |||||||||||||||||||||||
| Investments at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Assets at Fair Value as of December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Registered investment companies | $ | $ | $ | $ | |||||||||||||||||||
| Common collective trust fund | |||||||||||||||||||||||
| Commingled funds | |||||||||||||||||||||||
| Common stock fund | |||||||||||||||||||||||
| Investments at fair value | $ | $ | $ | $ | |||||||||||||||||||
NOTE 5 - RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS
The Plan invests in shares of registered investment companies, commingled funds, and common collective trust funds managed by an affiliate of Fidelity Management Trust Company ("Fidelity"). Fidelity acts as trustee for investments in the Plan. Transactions in such investments qualify as party-in-interest transactions and are exempt from the prohibited transaction rules under ERISA.
The Plan held investments in Cencora, Inc. common stock with a fair value of $110,927,387 and $81,113,550 as of December 31, 2025 and 2024, respectively. Dividends of $772,428 were received during the year ended December 31, 2025.
NOTE 6 - TAX STATUS
The Plan received a determination letter from the IRS, dated May 20, 2020, stating that the Plan was qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator has indicated that it will take the necessary steps, if any, to bring the Plan’s operations into compliance with the Code.
7
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Company has analyzed the tax positions taken by the Plan, and has concluded that, as of December 31, 2025, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net assets available for benefits per the financial statements | $ | $ | |||||||||
| Participant loans deemed distributed | ( | ( | |||||||||
| Net assets available for benefits per Form 5500 | $ | $ | |||||||||
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to net income per Form 5500:
| Net increase in net assets available for benefits per the financial statements | $ | ||||
| Change in amounts for deemed distributions of participant loans | ( | ||||
| Net income per Form 5500 | $ | ||||
8
Cencora Employee Investment Plan
EIN: 23-3079390 Plan #: 010
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2025
| Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | Current Value | |||||||||||||||
| American Funds EuroPacific Growth Fund Class R-6 | Registered Investment Company | $ | |||||||||||||||
| JP Morgan Equity Income Fund Class R6 | Registered Investment Company | ||||||||||||||||
| Baird Core Plus Bond Fund Class Institutional | Registered Investment Company | ||||||||||||||||
| * | Fidelity Growth Company Commingled Pool Class A | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2010 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2015 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2020 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2025 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2030 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2035 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2040 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2045 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2050 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2055 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend 2060 Commingled Pool Class T | Commingled Fund | |||||||||||||||
| * | Fidelity Freedom Blend Income Commingled Pool Class T | Commingled Fund | |||||||||||||||
| Westwood SMidCap Value Collective Trust Class C | Common Collective Trust Fund | ||||||||||||||||
| State Street US Bond Index Securities Lending Fund Class XIV | Common Collective Trust Fund | ||||||||||||||||
| State Street Global All Cap Equity Ex-US Index Securities Lending Series Fund Class II | Common Collective Trust Fund | ||||||||||||||||
| State Street Russell Small/Mid Cap Securities Lending Series Fund Class II | Common Collective Trust Fund | ||||||||||||||||
| State Street S&P 500 Index Securities Lending Series Fund Class II | Common Collective Trust Fund | ||||||||||||||||
| Kayne Anderson Rudnick Small-Mid Cap Sustainable Growth CIT Class 1 | Common Collective Trust Fund | ||||||||||||||||
| * | Fidelity Managed Income Portfolio II Class 4 | Common Collective Trust Fund | |||||||||||||||
| * | Cencora Stock Fund | Common Stock Fund | |||||||||||||||
| * | Participant Loans, net of participant loans deemed distributed | Interest rates ranging from | |||||||||||||||
| Total | $ | ||||||||||||||||
___________________________
* Party-in-interest
Note: Cost information has not been presented as all investments are participant directed.
9
| Exhibit Number | Description | |||||||
| 23 | ||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
| Cencora Employee Investment Plan | |||||
| June 18, 2026 | /s/ Silvana Battaglia | ||||
| Silvana Battaglia | |||||
| Executive Vice President and Chief Human Resources Officer | |||||
| Cencora, Inc. | |||||
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