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Filing Details

Accession Number:: 0000950170-25-017321
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-02-10 19:35:38
Reporting Period:: 2025-02-06

Accepted Time:: 2025-02-10 19:35:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1140859	Cencora Inc.	COR	Wholesale-Drugs, Proprietaries & Druggists' Sundries (5122)	233079390

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1618921	Walgreens Boots Alliance, Inc.	108 Wilmot Road Deerfield IL 60015		No	No	No	No
1669077	Walgreens Boots Alliance Holdings Llc	C/O 108 Wilmot Road Deerfield IL 60015		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2025-02-06	1,081,885	$244.51	18,898,115	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2025-02-06	2,159,136	$244.51	16,738,979	No	4	J	Indirect	See footnotes
Common Stock	Disposition	2025-02-06	1,323,172	$244.51	15,415,807	No	4	J	Indirect	See footnotes
Common Stock	Disposition	2025-02-06	436,653	$244.51	14,979,154	No	4	J	Indirect	See footnotes
Common Stock	Disposition	2025-02-06	437,884	$244.51	14,541,270	No	4	J	Indirect	See footnotes
Common Stock	Disposition	2025-02-06	879,015	$244.51	13,662,255	No	4	J	Indirect	See footnotes
Common Stock	Disposition	2025-02-06	439,989	$244.51	13,222,266	No	4	J	Indirect	See footnotes
Common Stock	Disposition	2025-02-06	447,775	$244.51	12,774,491	No	4	J	Indirect	See footnotes
Common Stock	Disposition	2025-02-06	204,491	$244.51	12,570,000	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Forward sale contract (obligation to sell)	Disposition	2025-02-06	2,625,000	$0.00	2,625,000	$0.00
Common Stock	Forward sale contract (obligation to sell)	Disposition	2025-02-06	1,575,000	$0.00	1,575,000	$0.00
Common Stock	Forward sale contract (obligation to sell)	Disposition	2025-02-06	525,000	$0.00	525,000	$0.00
Common Stock	Forward sale contract (obligation to sell)	Disposition	2025-02-06	525,000	$0.00	525,000	$0.00
Common Stock	Forward sale contract (obligation to sell)	Disposition	2025-02-06	1,080,000	$0.00	1,080,000	$0.00
Common Stock	Forward sale contract (obligation to sell)	Disposition	2025-02-06	540,000	$0.00	540,000	$0.00
Common Stock	Forward sale contract (obligation to sell)	Disposition	2025-02-06	540,000	$0.00	540,000	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	J	Indirect
No	4	J	Indirect
No	4	J	Indirect
No	4	J	Indirect
No	4	J	Indirect
No	4	J	Indirect
No	4	J	Indirect

Footnotes

Represents a block sale pursuant to Rule 144 under the Securities Act of 1933, as amended, to an unaffiliated financial institution by Walgreens Boots Alliance Holdings LLC (the "Block Sale").
On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts").
The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts.
The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts.
While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31.
While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66.
Represents a sale in a private transaction to the Issuer by Walgreens Boots Alliance Holdings LLC.
As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer.
The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty.
As described in the Walgreens Schedule 13D, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4.