cor-20251231

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 December 31, 2025

☐ 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)

Delaware

23-3079390

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

1 West First Avenue

Conshohocken,

19428-1800

(Address of principal executive offices)

(Zip Code)

(610) 727-7000

(Registrant’s telephone number, including area code)

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, par value $0.01 per share	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)

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 January 31, 2026 was 194,530,682.

Table of Contents

CENCORA, INC.

TABLE OF CONTENTS


			Page No.

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets as of December 3 1 , 2025 and September 30, 202 5			4

Consolidated Statements of Operations for the three months ended December 3 1 , 2025 and 2024			5

Consolidated Statements of Comprehensive Income for the three months ended December 3 1 , 2025 and 2024			6

Consolidated Statements of Changes in Stockholders’ Equity for the three months ended December 31, 2025 and 2024			7

Consolidated Statements of Cash Flows for the three months ended December 3 1 , 2025 and 2024			8

Notes to Consolidated Financial Statements			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24

Item 3. Quantitative and Qualitative Disclosures About Market Risk			35

Item 4. Controls and Procedures			35

Part II. OTHER INFORMATION

Item 1. Legal Proceedings			36

Item 1A. Risk Factors			36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36

Item 3. Defaults Upon Senior Securities			36

Item 4. Mine Safety Disclosures			36

Item 5. Other Information			36

Item 6. Exhibits			37

SIGNATURES			38

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 limitation, statements regarding our financial position, business strategy and the plans and objectives of management for our future operations; future liabilities and other obligations; anticipated trends and prospects in the industries in which our business operates; new products, services and related strategies; and capital allocation, including share repurchases and dividends. These statements may constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, 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 forward-looking statements reflect management’s current views with respect to future events, subject to uncertainty and changes in circumstances, and are based on assumptions as of the date of this Quarterly Report on Form 10-Q. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors that could have a material adverse effect on our financial condition, liquidity, results of operations or future prospects or that could cause actual results, performance or achievements to differ materially from our expectations include, but are not limited to:

•our ability to respond to general macroeconomic conditions and geopolitical uncertainties, including changes or uncertainties in U.S. policies, financial market volatility and disruption, inflationary concerns, interest and currency exchange rates, and uncertain economic conditions in the United States and abroad;

•our ability to respond to changes or uncertainty in the policies of countries and regions in which we do business, including with respect to trade policies, tariffs, or other protective measures, which can disrupt our global operations, as well as the operations of our customers and suppliers;

•our ability to respond to changes to customer or supplier mix and payment terms, or to changes to manufacturer pricing;

•the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers;

•competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services;

•risks associated with our strategic, long-term relationships with Walgreens and Boots UK Ltd. (“Boots”), including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement;

•risks that acquisitions of or investments in businesses, including the acquisitions of Retina Consultants of America (“RCA”) and OneOncology, LLC (“OneOncology”) fail to achieve expected or targeted future financial and operating performance and results;

•our ability to manage and complete divestitures;

•our ability to effectively manage our growth;

•our ability to maintain the strength and security of information technology systems;

•any inability or failure by us, our service providers, or third-party business partners to anticipate or detect data or information security breaches or other cyberattacks, including due to the evolution of artificial intelligence (“AI”) or otherwise;

•our ability to manage foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations;

•risks associated with our international operations, including changes to laws and regulations in countries where we do business, financial and other impacts of macroeconomic and geopolitical trends and events, including rising nationalism, the conflict in Ukraine, evolving conditions in the Middle East, and related regional and global ramifications;

•unfavorable trends in brand and generic pharmaceutical pricing, including the rate or frequency of price inflation or deflation;

•changes in the U.S. healthcare and regulatory environment, including changes that could impact vaccine and prescription drug coverage, reimbursement, pricing, distribution, and contracting, as well as other regulatory changes from the Executive Branch, including executive orders, and resulting from the One Big Beautiful Bill Act (“OBBBA”);

•the bankruptcy, insolvency, or other credit failure of a significant supplier or customer;

Table of Contents

•our ability to comply with increasing governmental regulations regarding the pharmaceutical supply chain;

•continued federal and state government enforcement initiatives to detect and prevent suspicious orders of opioid medications, controlled substance medications, or other medications, and the diversion of such medications;

•uncertainties associated with litigation, including the outcome of any legal or governmental proceedings that may be instituted against us, continued investigation, prosecution or suit by federal and state governmental entities and other parties of alleged violations of laws and regulations regarding opioid medications, controlled substance medications, or other medications, and any related disputes;

•the outcome of any legal or governmental proceedings that may be instituted against us, including material adverse resolution of pending legal proceedings;

•risks generally associated with data privacy regulation and the protection and international transfer of proprietary business information or personal data;

•our ability to protect our reputation;

•our ability to address events outside of our control, such as widespread public health issues, natural disasters, government policy changes, and political events; and

•the impairment of goodwill or other intangible assets resulting in a charge to earnings.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


(in thousands, except share and per share data)	December 31, 2025		September 30, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,753,122	$	4,356,138
Accounts receivable, less allowances for returns and credit losses: December 31, 2025 - $1,835,167; September 30, 2025 - $1,796,172	25,979,920		25,225,299
Inventories	24,078,494		20,492,480
Right to recover assets	1,661,822		1,625,817
Prepaid expenses and other	678,218		539,339
Total current assets	54,151,576		52,239,073

Property and equipment, net	2,450,799		2,539,076
Goodwill	13,730,761		13,676,520
Other intangible assets	3,678,727		3,774,181
Deferred income taxes	206,821		208,810
Other assets	4,142,530		4,152,452

TOTAL ASSETS	$	78,361,214	$	76,590,112

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	56,063,820	$	54,719,761
Accrued expenses and other	2,726,043		2,982,993
Short-term debt	342,276		117,785
Total current liabilities	59,132,139		57,820,539

Long-term debt	7,579,459		7,542,988
Accrued income taxes	351,490		337,631
Deferred income taxes	1,635,670		1,620,724
Accrued litigation liability	3,868,883		3,881,283
Other liabilities	3,697,605		3,639,862
Commitments and contingencies (Note 9)

Stockholders’ equity:
Common stock, $0.01 par value - authorized, issued, and outstanding: December 31, 2025 - 600,000,000 shares, 298,273,894 shares, and 194,521,885 shares September 30, 2025 - 600,000,000 shares, 297,401,863 shares, and 193,937,673 shares	2,983		2,974
Additional paid-in capital	6,273,322		6,204,302
Retained earnings	6,967,358		6,534,227
Accumulated other comprehensive loss	(905,078)		(901,378)
Treasury stock, at cost: December 31, 2025 - 103,752,009 shares; September 30, 2025 - 103,464,190 shares	(10,430,257)		(10,332,106)
Total Cencora, Inc. stockholders’ equity	1,908,328		1,508,019
Noncontrolling interests	187,640		239,066
Total stockholders’ equity	2,095,968		1,747,085

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	78,361,214	$	76,590,112

See notes to consolidated financial statements.

Table of Contents

CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended December 31,
(in thousands, except per share data)		2025		2024
Revenue		$	85,932,016	$	81,487,060
Cost of goods sold		82,859,945		78,929,022
Gross profit		3,072,071		2,558,038
Operating expenses:
Distribution, selling, and administrative		1,795,289		1,472,055
Depreciation		134,288		112,712
Amortization		126,113		165,780
Litigation and opioid-related (credit) expenses, net		(86,151)		16,765
Acquisition-related deal and integration expenses		78,419		38,712
Restructuring and other expenses, net		14,166		45,760
Impairment of assets, including goodwill		249,498		—
Operating income		760,449		706,254
Other (income) loss, net		(20,600)		57,874
Interest expense, net		72,409		27,933
Income before income taxes		708,640		620,447
Income tax expense		142,514		126,728
Net income		566,126		493,719
Net income attributable to noncontrolling interests		(6,479)		(5,119)
Net income attributable to Cencora, Inc.		$	559,647	$	488,600

Earnings per share:
Basic		$	2.88	$	2.52
Diluted		$	2.87	$	2.50

Weighted average common shares outstanding:
Basic		194,219		193,758
Diluted		195,319		195,188

Cash dividends declared per share of common stock		$	0.60	$	0.55

See notes to consolidated financial statements.

Table of Contents

CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended December 31,
(in thousands)		2025		2024
Net income		$	566,126	$	493,719
Other comprehensive loss
Foreign currency translation adjustments		(6,828)		(424,551)
Other, net		(797)		3,613
Total other comprehensive loss		(7,625)		(420,938)
Total comprehensive income		558,501		72,781
Comprehensive (income) loss attributable to noncontrolling interests		(1,896)		5,313
Comprehensive income attributable to Cencora, Inc.		$	556,605	$	78,094

See notes to consolidated financial statements.

Table of Contents

CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
September 30, 2025	$	2,974	$	6,204,302	$	6,534,227	$	(901,378)	$	(10,332,106)	$	239,066	$	1,747,085
Net income	—		—		559,647		—		—		6,479		566,126
Other comprehensive loss	—		—		—		(3,042)		—		(4,583)		(7,625)
Cash dividends, $0.60 per share	—		—		(126,516)		—		—		—		(126,516)
Exercises of stock options	1		7,597		—		—		—		—		7,598
Share-based compensation expense	—		66,054		—		—		—		—		66,054
Employee tax withholdings related to restricted share vesting	—		—		—		—		(98,151)		—		(98,151)
Acquisitions	—		1,316		—		(658)		—		(53,322)		(52,664)
Other, net	8		(5,947)		—		—		—		—		(5,939)
December 31, 2025	$	2,983	$	6,273,322	$	6,967,358	$	(905,078)	$	(10,430,257)	$	187,640	$	2,095,968


(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
September 30, 2024	$	2,962	$	6,030,790	$	5,417,139	$	(989,118)	$	(9,815,835)	$	140,804	$	786,742
Net income	—		—		488,600		—		—		5,119		493,719
Other comprehensive loss	—		—		—		(410,506)		—		(10,432)		(420,938)
Cash dividends, $0.55 per share	—		—		(110,888)		—		—		—		(110,888)
Exercises of stock options	1		8,107		—		—		—		—		8,108
Share-based compensation expense	—		70,384		—		—		—		—		70,384
Purchases of common stock	—		—		—		—		(388,111)		—		(388,111)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(73,963)		—		(73,963)
Other, net	8		(2,990)		—		—		—		(169)		(3,151)
December 31, 2024	$	2,971	$	6,106,291	$	5,794,851	$	(1,399,624)	$	(10,277,909)	$	135,322	$	361,902

See notes to consolidated financial statements.

Table of Contents

CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended December 31,
(in thousands)	2025		2024
OPERATING ACTIVITIES
Net income	$	566,126	$	493,719
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, including amounts charged to cost of goods sold	135,247		113,629
Amortization, including amounts charged to interest expense	129,024		167,843
Provision for credit losses	13		3,871
Provision (benefit) for deferred income taxes	14,362		(5,077)
Share-based compensation expense	66,054		70,384
LIFO credit	(77,562)		(7,324)
Türkiye highly inflationary impact	8,723		7,666
Impairment of assets, including goodwill	249,498		—
Adjustments to RCA equity units	42,137		—
Loss on divestiture of businesses	—		35,539
Gain on remeasurement of equity investment	(10,501)		(3,480)
Gain on sale of assets	(35,816)		—
Other, net	6,726		7,047
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable	(830,752)		(974,256)
Inventories	(

SEC Form 10-Q filed by Cencora Inc.