DEF 14A of Cencora, Inc., Jan 22, 2026

DEF 14A of Cencora, Inc.

Filed Jan 22, 2026 · FY20250001628280-26-003061

Open on EDGAR

  1. Board composition

    Board composition Since the 2025 Annual Meeting of Shareholders, Lori J. Ryerkerk and Ellen G. Cooper joined the Board as new independent directors on June 1, 2025 and January 20, 2026, respectively. With their significant expertise leading complex public companies, we believe that they will strengthen the Board’s oversight of the company’s operations and strategy and help drive long-term sustainable growth. As previously announced, Ornella Barra retired from the Board on May 27, 2025, and Steven H. Collis retired from the Board on September 30, 2025. On behalf of the entire Board, I thank Ornella and Steve for their leadership and service. Upon Steve’s retirement, the Board determined that I should transition from Lead Independent Director to Board Chair on October 1, 2025. I am grateful for the opportunity to serve as Chair and to continue to represent the interests of our shareholders. If all director nominees are elected at the Annual Meeting, the Board will be composed of eleven members, ten of whom are independent, and eight of whom have joined the Board during the past five years, reflecting our continued focus on thoughtful Board composition and effective oversight.

  2. Year-round shareholder engagement informs the Board’s decision-making process

    Year-round shareholder engagement informs the Board’s decision-making process

  3. Year-round shareholder engagement informs the Board’s decision-making process

    | Review and assess | •Annual Meeting vote results •Shareholder policies and priorities •Regulatory and governance developments and trends | | Conduct outreach and engage | •Members of management and the Board, as appropriate, meet with shareholders to provide updates and actively seek feedback on a range of topics •Feedback from engagements is shared with the full Board and relevant Board committees | | Evaluate feedback | •Shareholder feedback informs our ongoing process for reviewing and, where appropriate, revising or enhancing governance and compensation practices •Our Board and management review shareholder feedback to identify consistent themes | | Demonstrate responsiveness | •Our Board considers opportunities to respond to feedback, taking into account market trends and practices |

  4. Year-round shareholder engagement informs the Board’s decision-making process

    Extensive shareholder outreach During the fall of 2025, we reached out to a substantial portion of our shareholder base, including our largest shareholders based on ownership as of September 30, 2025, and proxy advisory firms. The independent Chair of the Governance, Sustainability and Corporate Responsibility Committee (“Governance Committee”) participated in select engagements, as appropriate. We appreciate the opportunity to hear direct feedback from our shareholders.

  5. Year-round shareholder engagement informs the Board’s decision-making process

    | We contacted | Engagement highlights •CEO leadership transition •Board succession •Board oversight of risk | | | | | of shares outstanding as of September 30, 2025 | |

  6. Year-round shareholder engagement informs the Board’s decision-making process

    Shareholder feedback During 2025, our shareholder engagement covered a number of key topics, including Robert P. Mauch’s successful transition into the role of President and Chief Executive Officer (“CEO”), Board composition, succession and leadership matters, enterprise risk management, executive compensation, and our corporate responsibility initiatives. Throughout these conversations, we heard positive feedback from shareholders regarding our governance, compensation, and corporate responsibility practices.

  7. Year-round shareholder engagement informs the Board’s decision-making process

    | 2026 Proxy Statement | 7 |

  8. Year-round shareholder engagement informs the Board’s decision-making process

    2026 director nominee highlights

  9. Year-round shareholder engagement informs the Board’s decision-making process

    | Werner Baumann* IND Retired Chairman, CEO and Chief Sustainability Officer Bayer AG | Frank K. Clyburn IND Retired CEO International Flavors & Fragrances Inc. | Ellen G. Cooper IND Chairman, President and CEO Lincoln National Corporation | D. Mark Durcan** IND Retired CEO Micron Technology, Inc. | | Age: 63 Director since: 2023 Committee membership: | Age: 61 Director since: 2024 Committee membership: | Age: 61 Director since: 2026 Committee membership: None | Age: 64 Director since: 2015 Committee membership: | | | | | | | Lon R. Greenberg IND Retired CEO UGI Corporation | Lorence H. Kim, M.D. IND Co-Founder and Managing Partner Ascenta Capital | Robert P. Mauch President and CEO Cencora | Redonda G. Miller, M.D.* IND President The Johns Hopkins Hospital | | Age: 75 Director since: 2013 Committee membership: | Age: 51 Director since: 2022 Committee membership: | Age: 59 Director since: 2024 Committee membership: | Age: 59 Director since: 2023 Committee membership: | | | | | | | Dennis M. Nally IND Retired Chairman PricewaterhouseCoopers-International Ltd. | Lori J. Ryerkerk IND Retired Chairman and CEO Celanese Corporation | Lauren M. Tyler* IND Retired EVP and Global Head of Human Resources JP Morgan Asset and Wealth Management | | | Age: 73 Director since: 2020 Committee membership: | Age: 63 Director since: 2025 Committee membership: None | Age: 64 Director since: 2023 Committee membership: | | | | | | |

  10. Year-round shareholder engagement informs the Board’s decision-making process

    | * Member of a Special Litigation Committee formed in January 2024. As previously disclosed in our fiscal 2025 Form 10-K, the Delaware Court of Chancery approved a settlement of this matter on November 13, 2025. ** Board Chair since October 1, 2025 and Lead Independent Director from March 2023 through September 2025 | | Audit | | Committee Chair | | Compensation and Succession Planning | | | | Executive | | Finance | | Governance, Sustainability and Corporate Responsibility | | | IND | Independent Director | | Compliance and Risk | | |

  11. Year-round shareholder engagement informs the Board’s decision-making process

    | 8 | 2026 Proxy Statement |

  12. Year-round shareholder engagement informs the Board’s decision-making process

    Director nominee snapshot(1)

  13. Year-round shareholder engagement informs the Board’s decision-making process

    | Independence |

  14. Year-round shareholder engagement informs the Board’s decision-making process

    | | 10 Independent | | | 1 CEO |

  15. Year-round shareholder engagement informs the Board’s decision-making process

    | Age |

  16. Year-round shareholder engagement informs the Board’s decision-making process

    | | 3 | 50-59 years | | | 6 | 60-69 years | | | 2 | 70-79 years |

  17. Year-round shareholder engagement informs the Board’s decision-making process

    | Gender/racial/ethnic composition(2) |

  18. Year-round shareholder engagement informs the Board’s decision-making process

    | | 36% Female | | | 27% Racial/Ethnic |

  19. Year-round shareholder engagement informs the Board’s decision-making process

    | | 8 | 0-5 years | | | 2 | 6-10 years | | | 1 | >10 years |

  20. Year-round shareholder engagement informs the Board’s decision-making process

    (1)Data as of the filing date of this proxy statement. (2)Based on self-identification information voluntarily provided by our director nominees, which they have consented to disclose in this proxy statement. Director nominee skills and experience

  21. Year-round shareholder engagement informs the Board’s decision-making process

    | | Corporate Governance |

  22. Year-round shareholder engagement informs the Board’s decision-making process

    | | Distribution & Logistics |

  23. Year-round shareholder engagement informs the Board’s decision-making process

    | | Executive Leadership |

  24. Year-round shareholder engagement informs the Board’s decision-making process

    | | Financial Literacy |

  25. Year-round shareholder engagement informs the Board’s decision-making process

    | | Global Markets |

  26. Year-round shareholder engagement informs the Board’s decision-making process

    | | Healthcare |

  27. Year-round shareholder engagement informs the Board’s decision-making process

    | | IT/Cybersecurity |

  28. Year-round shareholder engagement informs the Board’s decision-making process

    | | Regulatory |

  29. Year-round shareholder engagement informs the Board’s decision-making process

    | | Risk Oversight |

  30. Year-round shareholder engagement informs the Board’s decision-making process

    | | Sustainability & Corporate Responsibility |

  31. Year-round shareholder engagement informs the Board’s decision-making process

    | | Talent Management & Executive Compensation |

  32. Year-round shareholder engagement informs the Board’s decision-making process

    | 2026 Proxy Statement | 9 |

  33. Year-round shareholder engagement informs the Board’s decision-making process

    | | | | | | | | | | | | | | | | Corporate Governance. Leadership roles in corporate governance, including roles as a board chair or a member of a relevant board committee | l | l | l | l | l | l | l | | l | l | | | | Distribution & Logistics. Experience managing a business involved in distribution of consumer or pharmaceutical products or shipping or logistics | | | | | l | | l | | | l | | | | Executive Leadership. Track record as a leader of large, complex organizations, including setting strategic direction for M&A | l | l | l | l | l | l | l | l | l | l | l | | | Financial Literacy. Education and experience serving in, or actively supervising, finance or accounting functions | l | l | l | l | l | l | l | l | l | l | l | | | Global Markets. Knowledge and expertise of key international markets | l | l | l | l | l | | l | | l | l | l | | | Healthcare. Knowledge of the healthcare and pharmaceutical industries | l | l | | | l | l | l | l | | | | | | IT/Cybersecurity. Understanding of technology systems, developments, and risks impacting our business | | | | l | | | | | l | | | | | Regulatory. Knowledge and experience in a highly-regulated industry | l | l | l | | l | l | | l | l | l | l | | | Risk Oversight. Experience in the identification, assessment, and mitigation of enterprise-wide risks | l | l | l | l | l | l | l | l | l | l | l | | | Sustainability & Corporate Responsibility. Experience with sustainability and corporate responsibility matters | l | | | | | | | l | | l | | | | Talent Management & Executive Compensation. Understanding of and experience in talent management strategies, especially in connection with executive compensation | l | l | l | l | l | l | | | l | l | l |

  34. Year-round shareholder engagement informs the Board’s decision-making process

    A "dot" in the chart indicates a specific area of focus or expertise that is particularly relevant to a director's service on the Board. The lack of a "dot" does not mean that a director does not also possess meaningful experience or skill in that area. By its nature, the information contained in this summary is not intended to be exhaustive but aims to convey the general breadth of experience and qualifications that our director nominees bring to their work on the Board to oversee strategy, performance, culture and risk at Cencora.

  35. Year-round shareholder engagement informs the Board’s decision-making process

    | 10 | 2026 Proxy Statement |

  36. Year-round shareholder engagement informs the Board’s decision-making process

    Fiscal 2025 executive compensation design overview(1)

  37. Year-round shareholder engagement informs the Board’s decision-making process

    | CEO | Other NEOs | | | |

  38. Year-round shareholder engagement informs the Board’s decision-making process

    | | Performance shares | | Restricted stock units |

  39. Year-round shareholder engagement informs the Board’s decision-making process

    | | Element | Award Type | Metrics(2) | | Fixed | Base Salary | •Cash | •N/A | | At-risk and/or variable | | | | | | Short-term incentive | •Cash | •40% Adjusted Operating Income •25% Adjusted EPS •25% Adjusted Free Cash Flow •10% Corporate Responsibility | | | Long-term incentives | •Performance shares •Restricted stock units (“RSUs”) | •75% Adjusted EPS CAGR •25% Average Annual Adjusted ROIC •+/- 15% relative TSR modifier (target payout requires relative TSR performance at 55th percentile) |

  40. Year-round shareholder engagement informs the Board’s decision-making process

    (1)Long-term incentives reflect the grant date value of the fiscal 2025 awards. Short-term incentives are shown at target. (2)Adjusted Operating Income, Adjusted EPS, Adjusted Free Cash Flow, Average Annual Adjusted Return on Invested Capital (“ROIC”), and Adjusted EPS Compound Annual Growth Rate (“CAGR”) are non-GAAP financial measures. For the definition of Average Annual Adjusted ROIC, please see footnote 2 on page 60 of the Long-term equity incentive compensation section of this proxy statement. See Appendix A on page 102 for additional information regarding non-GAAP financial measures, including other definitions and GAAP to non-GAAP reconciliations. For a comprehensive discussion of our GAAP financial results beyond those discussed in Appendix A, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

  41. Year-round shareholder engagement informs the Board’s decision-making process

    | 2026 Proxy Statement | 11 |

  42. Item 1: Election of directors

    Item 1: Election of directors Directors are elected annually. Each nominee who is elected to serve as a director at our 2026 Annual Meeting will be elected to serve a one-year term and is expected to hold office until our 2027 Annual Meeting of Shareholders and until his or her successor is elected and qualified. Similarly, any director who is appointed to fill a vacancy on the Board will serve until the next annual meeting of shareholders after his or her appointment and until his or her successor is elected and qualified. Each director nominee has consented to his or her nomination and, so far as the Board and management are aware, intends to serve a full term as a director if elected. However, if any director nominee should become unavailable or unable to stand for election prior to the 2026 Annual Meeting, the shares represented by proxies may be voted for the election of a substitute nominee selected by the Board.

  43. Item 1: Election of directors

    | | We recommend that you vote FOR the election of each of the 11 nominees named in this proxy statement to the Board of Directors. |

  44. Item 1: Election of directors

    | 12 | 2026 Proxy Statement |

  45. Item 1: Election of directors

    Our board of directors Board size and director nominees Our Board currently has 11 members, each of whom is standing for re-election at the 2026 Annual Meeting. As previously announced, Ornella Barra resigned from the Board effective May 27, 2025, and Steven H. Collis, our former President and CEO for more than 13 years, retired as Executive Chairman of the Board effective September 30, 2025. Additionally, as previously disclosed, Lori J. Ryerkerk and Ellen G. Cooper joined the Board as new independent directors on June 1, 2025 and January 20, 2026, respectively. The director nominees are listed below. Director nominee biographies can be found on pages 16-21.

  46. Item 1: Election of directors

    | •Werner Baumann •Frank K. Clyburn •Ellen G. Cooper •D. Mark Durcan | •Lon R. Greenberg •Lorence H. Kim, M.D. •Robert P. Mauch •Redonda G. Miller, M.D. | •Dennis M. Nally •Lori J. Ryerkerk •Lauren M. Tyler |

  47. Item 1: Election of directors

    Director independence Except for Mr. Mauch, who is an executive officer of the Company, all of the director nominees are independent. Our Corporate Governance Principles require us to maintain a minimum of 70% independent directors on our Board. If all 11 director nominees are elected at the 2026 Annual Meeting, ten out of 11 directors will be independent. The Board has adopted guidelines in our Corporate Governance Principles to assist it in making independence

  48. Director nominee independence

    Director nominee independence

  49. Director nominee independence

    | | 10 Independent | | | 1 CEO |

  50. Director nominee independence

    determinations, which meet or exceed the independence requirements set forth in the New York Stock Exchange (“NYSE”) listing standards. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with Cencora. With the assistance of legal counsel, our Board reviewed the applicable legal standards for director and Board committee member independence. In undertaking its review, the Board considered whether our directors serve on the board of directors or as executive officers of companies for which we perform (or may seek to perform) drug distribution and other services in the ordinary course of business. Following this review, the Board determined that each of the following incumbent directors and director nominees is independent: Werner Baumann; Frank K. Clyburn; Ellen G. Cooper; D. Mark Durcan; Lon R. Greenberg; Lorence H. Kim, M.D.; Redonda G. Miller, M.D.; Dennis M. Nally; Lori J. Ryerkerk; and Lauren M. Tyler. During their respective tenures, the Board determined that each of Ms. Barra and Mr. Collis were not independent. Our Board determined that each of the members of the Board’s Audit Committee, Compensation and Succession Planning Committee (“Compensation Committee”) and Governance Committee is independent. The Board also determined that each member of the Audit Committee meets the heightened independence standards required for audit committee members under the NYSE listing standards and the applicable rules of the U.S. Securities and Exchange Commission (“SEC”) and considered the additional factors under the NYSE listing standards relating to members of the Compensation Committee before determining that each member of the Compensation Committee is independent. None of the members of these committees receives any consulting or advisory fee from us other than compensation as non-employee directors. Additionally, there are no family relationships among Cencora’s directors and executive officers.

  51. Director nominee independence

    | 2026 Proxy Statement | 13 |

  52. Director nominee independence

    Identification and evaluation of director nominees and overboarding policy Our Governance Committee seeks director nominees who possess qualifications, experience, attributes and skills that will enable them to contribute meaningfully to the leadership of our Board and to effectively guide and supervise management in driving Cencora’s growth and financial and operational performance. Each director nominee should: •possess the highest personal and professional ethics, integrity and values; and •be committed to representing the long-term interests of our shareholders. Each director nominee should also have sufficient time to effectively carry out his or her duties as a director. Pursuant to our Corporate Governance Principles, our CEO may serve on no more than one other public company board and our other director nominees may serve on no more than three other public company boards. In addition, our Governance Committee has identified the following expertise, experience, attributes and skills that are particularly relevant to Cencora:

  53. Director nominee independence

    | •Corporate Governance •Distribution & Logistics •Executive Leadership •Financial Literacy | •Global Markets •Healthcare •IT/Cybersecurity •Regulatory | •Risk Oversight •Sustainability & Corporate Responsibility •Talent Management & Executive Compensation |

  54. Director nominee independence

    Board succession We are committed to Board succession planning and recognize the importance of adding directors with new perspectives. The Board’s review process involves discussion and planning for both director succession and committee rotation. Under our Corporate Governance Principles, directors are subject to certain policies regarding retirement and tenure. A director will offer to resign at the annual meeting of shareholders following his or her 75th birthday and must tender a resignation for consideration by the Governance Committee if his or her employment or principal business association changes materially. In addition, a director who is an employee will resign upon retirement or termination of employment.

  55. Director nominee independence

    | | 8 0-5 years | | | 2 6-10 years | | | 1 >10 years |

  56. Director nominee independence

    Finally, any director first elected or appointed after August 18, 2022 must offer to resign at the annual meeting of shareholders following his or her 15th anniversary of service. The Board also rotates committee chairs periodically to support effective governance.

  57. Director nominee independence

    | 14 | 2026 Proxy Statement |

  58. Director nominee independence

    Extension Although Lon R. Greenberg will have reached his 75th birthday at the time of the 2026 Annual Meeting, the Lead Independent Director and the Governance Committee carefully considered the potential benefits of his continued service in light of the Board’s membership changes in the past five years, the value of his deep knowledge of the Company and its strategic priorities, and the continuity and leadership he provides as the Board integrates new directors. Following this review, and upon recommendation of the Governance Committee, the Board determined that it is in the best interests of the Company and its shareholders for Mr. Greenberg to extend his Board service for an additional year. In connection with this determination, the Board approved Mr. Greenberg as a nominee for re-election. Mr. Greenberg did not participate in any Governance Committee and Board discussions and votes on this topic. Gender, race/ethnicity and birthplace The information set forth in the matrix below is based on self-identification information voluntarily provided by our director nominees, which they have consented to disclose in this proxy statement.

  59. Director nominee independence

    | | Gender | | Race/Ethnicity | | | Born outside of the United States | | Director Nominee | Female | Male | African American/ Black | Asian | White | | | Werner Baumann | | l | | | l | l | | Frank K. Clyburn | | l | l | | | | | Ellen G. Cooper | l | | | | l | | | D. Mark Durcan | | l | | | l | | | Lon R. Greenberg | | l | | | l | | | Lorence H. Kim, M.D. | | l | | l | | | | Robert P. Mauch | | l | | | l | | | Redonda G. Miller, M.D. | l | | | | l | | | Dennis M. Nally | | l | | | l | | | Lori J. Ryerkerk | l | | | | l | | | Lauren M. Tyler | l | | l | | | |

  60. Director nominee independence

    Audit Committee financial experts The Board determined that each of the Audit Committee members (Mr. Baumann, Mr. Nally, and Ms. Tyler) qualify as “audit committee financial experts” under Item 407(d)(5) of Regulation S-K. Mr. Nally served as Chair of the Audit Committee through the Annual Meeting of Shareholders on March 6, 2025. Following the 2025 Annual Meeting of Shareholders, Ms. Tyler was appointed to the Audit Committee and Mr. Baumann assumed the role of Chair of the Audit Committee. A description of the financial expertise of Mr. Baumann accompanies his biography on page 16. The designation as an audit committee financial expert does not impose upon such designees any duties, obligations or liabilities that are greater than those of any other member of the Audit Committee and the Board.

  61. Director nominee independence

    | 2026 Proxy Statement | 15 |

  62. Director nominee independence

    Biographies of our director nominees For a more detailed summary of our directors’ qualifications, skills, and expertise, please see Company highlights - 2026 director nominee highlights - Director nominee skills and experience on page 9.

  63. Director nominee independence

    | Werner Baumann Independent Director since: October 2023 Age: 63 Committees: •Audit (Chair) •Compensation and Succession Planning •Executive •Special Litigation (Chair) Other current public company boards: •None | Professional experience Mr. Baumann has served on the Board since October 2023. He previously served as Chief Executive Officer and Chairman of the Board of Management of Bayer AG from May 2016 until his retirement in May 2023, and as Chief Sustainability Officer from January 2020 to May 2023. Mr. Baumann joined Bayer AG in 1988 and held numerous positions of increasing responsibility at the company, including positions on the Board of Management of Bayer AG as Chief Financial Officer from 2010 to 2014 and Chief Strategy and Portfolio Officer from 2014 to 2016. | | | Select qualifications, skills and expertise •Executive Leadership and Financial Literacy. Has extensive experience in finance through his prior service as Chief Financial Officer and Chief Executive Officer of Bayer AG. •Global Markets. Has experience leading a company with significant international operations. •Healthcare and Distribution & Logistics. Has held various senior executive leadership positions and has extensive business and operating experience in and knowledge of the healthcare distribution and services market. |

  64. Director nominee independence

    | Frank K. Clyburn Independent Director since: October 2024 Age: 61 Committees: •Compliance and Risk •Finance Other current public company boards: •Revolution Medicines, Inc. (Nasdaq: RVMD) | Professional experience Mr. Clyburn has served on the Board since October 2024. He served as Executive Director and Chief Executive Officer of International Flavors & Fragrances Inc. from February 2022 to February 2024. Previously Mr. Clyburn served as Executive Vice President and President, Human Health of Merck & Co., Inc. (“Merck”) from March 2021 to January 2022. Mr. Clyburn held a variety of other leadership positions with Merck from 2008 to 2021, including leading the company’s oncology and market access business. Prior to Merck, Mr. Clyburn was Vice President, Oncology and Internal Medicine of Sanofi Aventis from 2004 to 2008 and held various positions of increasing responsibility for Sanofi Aventis and its predecessors beginning in 1994. Mr. Clyburn has been a director of Revolution Medicines, Inc. since August 2024 and Kailera Therapeutics, a privately-held company, since November 2025. He previously served as a director of DuPont de Nemours, Inc. from 2019 to 2022. | | | Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Currently serves as a director of Kailera Therapeutics and Revolution Medicines, Inc. and previously served as a director at DuPont de Nemours, Inc. •Executive Leadership. Brings valuable experience in finance, executive leadership and strategic planning drawing from his tenure as Chief Executive Officer of International Flavors & Fragrances Inc. •Global Markets. Has significant experience in expanding global markets, product development and franchise operations for a multinational healthcare organization. •Healthcare. Possesses in-depth expertise in the healthcare and pharmaceutical industries, with a focus on oncology, developed through extensive experience at leading pharmaceutical companies. |

  65. Director nominee independence

    | 16 | 2026 Proxy Statement |

  66. Director nominee independence

    | Ellen G. Cooper Independent Director since: January 2026 Age: 61 Committees: •None Other current public company boards: •Lincoln National Corporation (NYSE: LNC) | Professional experience Ms. Cooper has served on the Board since January 20, 2026, and currently is Chairman, President and CEO of Lincoln National Corporation (“Lincoln”). Ms. Cooper joined Lincoln in 2012, serving as Executive Vice President, Chief Investment Officer, Head of Enterprise Risk and Annuity Solutions from 2012 to 2022. She became CEO in May 2022 and assumed the role of Chairman in May 2023. Prior to joining Lincoln, Ms. Cooper served as Managing Director and Head of Global Insurance Strategy at Goldman Sachs Asset Management, as Chief Risk Officer of AEGON Americas, and as a Principal at Ernst & Young LLP. She began her career in insurance consulting at Towers Perrin. She is a Fellow of the Society of Actuaries and a Chartered Enterprise Risk Analyst, as well as a Chartered Financial Analyst (CFA) charterholder. She currently serves on the Executive Committee of the American Council of Life Insurers and the Board of Trustees of Temple University. | | | Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Has substantial governance and risk-oversight expertise informed by her leadership at highly-regulated financial institutions. •Executive Leadership. Has significant executive leadership experience, including leading Lincoln as President and CEO. •Financial Literacy. Brings substantial financial literacy acquired through various roles at Lincoln, Goldman Sachs Asset Management, AEGON Americas, and Ernst & Young LLP. |

  67. Director nominee independence

    | D. Mark Durcan Independent Chair since October 1, 2025 Director since: September 2015 Age: 64 Committees: •Executive (Chair) Other current public company boards: •ASML Holding N.V. (Nasdaq: ASML) | Professional experience Mr. Durcan has served on the Board since September 2015. Mr. Durcan served as the Board’s Lead Independent Director from March 2023 through September 2025, before assuming the role of Chair on October 1, 2025. From 1984 until his retirement in May 2017, Mr. Durcan held various leadership positions with Micron Technology, Inc., including Chief Executive Officer and director from February 2012 until May 2017, President and Chief Operating Officer from June 2007 to February 2012, Chief Operating Officer from February 2006 to June 2007, and Chief Technology Officer from June 1997 to February 2006. Mr. Durcan served as a director of MWI Veterinary Supply, Inc. from March 2014 until we acquired it in February 2015. Mr. Durcan has been a director of ASML Holding N.V. since April 2020, and previously served as a director of Advanced Micro Devices, Inc. from October 2017 to May 2025, and Veoneer from April 2018 to April 2022. Mr. Durcan has been a director of St. Luke’s Health System of Idaho since February 2017 and has served on the Board of Trustees of Rice University since June 2020. He has also served on the Semiconductor Industry Association Board and the Technology CEO Council. | | | Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Currently serves on the board of directors of ASML Holding N.V. and previously served on the boards of directors of Micron Technology, Inc., Advance Micro Devices, Inc., Veoneer, Freescale Semiconductor, Inc., and MWI Veterinary Supply, Inc. •Executive Leadership and Financial Literacy. Brings substantial experience in the areas of finance, executive leadership and strategic planning from his former roles as Chief Executive Officer and Chief Operating Officer of Micron Technology, Inc. •Global Markets. Contributes deep understanding of global markets and extensive experience in managing global manufacturing, procurement, supply chain and quality control for a multinational corporation and, as a former member of the Board of Directors of MWI Veterinary Supply, Inc., has important insight into wholesale distribution of animal health products. •Information Technology. Has unique and in-depth knowledge of technology and experience overseeing technological innovation. |

  68. Director nominee independence

    | 2026 Proxy Statement | 17 |

  69. Director nominee independence

    | Lon R. Greenberg Independent Director since: May 2013 Age: 75 Committees: •Compliance and Risk •Executive •Finance •Governance, Sustainability and Corporate Responsibility (Chair) Other current public company boards: •None | Professional experience Mr. Greenberg has served on the Board since May 2013. He served as Chairman of UGI Corporation’s Board of Directors from 1996 until January 2016 and as director of UGI Utilities, Inc. and AmeriGas Propane, both UGI Corporation subsidiaries. Mr. Greenberg served in various leadership positions throughout his tenure with UGI Corporation, most recently serving as Chief Executive Officer from 1995 until his retirement in April 2013. Mr. Greenberg is a member of the Board of Trustees of Temple University and the Board of Directors of The Philadelphia Foundation. He also serves as Chairman of the Board of Directors of Temple University Health System. He previously served as a director of Aqua America, Inc. (now known as Essential Utilities, Inc.), Ameriprise Financial, Inc., Fox Chase Cancer Center, and the United Way of Greater Philadelphia and Southern New Jersey. | | | Select qualifications, skills and expertise •Corporate Governance and Regulatory Experience. Served as Chief Executive Officer and Chairman of the Board of Directors of UGI Corporation, and as a director of Aqua America, Inc. (now known as Essential Utilities, Inc.) and Ameriprise Financial, Inc. •Financial Literacy. Brings financial literacy and sophistication acquired through various executive, legal and corporate roles, as well as prior membership on the boards of other NYSE-listed companies. •Global Markets. Has valuable business and executive management experience in distribution and global operations as the former Chief Executive Officer of UGI Corporation. •Healthcare. Contributes experience and knowledge of the healthcare industry from his perspective as a current and former director of healthcare organizations. |

  70. Director nominee independence

    | Lorence H. Kim, M.D. Independent Director since: October 2022 Age: 51 Committees: •Compensation and Succession Planning •Executive •Finance (Chair) Other current public company boards: •Revolution Medicines, Inc. (Nasdaq: RVMD) | Professional experience Dr. Kim has served on the Board since October 2022 and currently is a Venture Partner at Ascenta Capital. Prior to founding Ascenta Capital in January 2023, he served as a Venture Partner at Third Rock Ventures from September 2020 to December 2022. He served as the Chief Financial Officer of Moderna, Inc. from April 2014 until June 2020. From July 2000 to April 2014, Dr. Kim held a number of positions at Goldman, Sachs & Co., most recently serving as Managing Director and Co-Head, Biotechnology Investment Banking. Dr. Kim has served as a director of ADARx, Inc., since January 2023, as a director of Revolution Medicines, Inc., since July 2022, and as a director of TD Cowen (formerly known as Cowen, Inc. and now a subsidiary of TD Bank, N.A.) since February 2022. Dr. Kim is currently a member of the American Red Cross Board of Governors. He previously served as a member of the Board of Directors of Seres Therapeutics, Inc. from October 2014 to June 2020. | | | Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Serves as a member of the board of directors of ADARx, Inc., Revolution Medicines, Inc. and TD Cowen and previously served as a director of Seres Therapeutics, Inc. and other biotech companies. •Executive Leadership and Regulatory. Brings extensive experience in management, operations, capital markets, international business, financial risk management and regulatory compliance. •Financial Literacy. Has extensive experience in biotechnology finance, including his prior service as the Chief Financial Officer of Moderna, Inc. •Healthcare. Contributes experience and knowledge of the healthcare industry from his experience as a medical doctor, his background in healthcare investment banking at Goldman Sachs and as a member of the Board of Governors of the American Red Cross. |

  71. Director nominee independence

    | 18 | 2026 Proxy Statement |

  72. Director nominee independence

    | Robert P. Mauch Executive Director Director since: October 2024 Age: 59 Committees: •Executive Other current public company boards: •None | Professional experience Mr. Mauch has served as the President and Chief Executive Officer of Cencora and as a member of the Board since October 2024. From October 2022 through September 2024, Mr. Mauch was Executive Vice President and Chief Operating Officer of Cencora, and prior to that, he served in a variety of other leadership positions at Cencora and its predecessor since 2007, including time leading Cencora’s distribution business. He founded Xcenda, L.L.C., a life sciences commercialization and consulting firm to pharmaceutical companies, which was acquired by Cencora in 2007. Mr. Mauch is a member of the American Pharmacists Association, the American Society of Managed Care Pharmacy, and the Professional Society for Health Economics and Outcomes Research, and is Chairman of the Board of Directors of the Covenant House of Philadelphia. | | | Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Serves as a member of the Board and as President and Chief Executive Officer of Cencora and was the founder of Xcenda, L.L.C., which was acquired by Cencora in 2007. •Healthcare and Distribution & Logistics. Has held various senior executive leadership positions with Cencora and has extensive business and operating experience in wholesale pharmaceutical distribution and knowledge of the healthcare distribution and services market. •Global Markets. Leads a company with significant international operations. |

  73. Director nominee independence

    | Redonda G. Miller, M.D. Independent Director since: January 2023 Age: 59 Committees: •Compliance and Risk (Chair) •Executive •Governance, Sustainability and Corporate Responsibility •Special Litigation Other current public company boards: •None | Professional experience Dr. Miller has served on the Board since January 2023. She has served as the President of The Johns Hopkins Hospital since 2016. Previously, Dr. Miller was Chief Medical Officer and Senior Vice President of Medical Affairs of The Johns Hopkins Hospital and Health System from 2016 to 2017, and Chief Medical Officer and Vice President of Medical Affairs of The Johns Hopkins Hospital and Health System from 2009 to 2016. Dr. Miller has been an associate professor in the Department of Medicine at The Johns Hopkins University since 2006. From November 2021 to October 2022, she served as a director of Invivyd, Inc. (formerly Adagio Therapeutics, Inc.). Dr. Miller is a member of the boards of Gilchrist Hospice Care, Inc. and Turnaround Tuesday Inc. | | | Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Currently serves as the President of The Johns Hopkins Hospital, one of the top medical centers in the United States. •Healthcare. Brings substantial experience in healthcare as a physician and through various leadership roles at The Johns Hopkins Hospital and Health System. |

  74. Director nominee independence

    | 2026 Proxy Statement | 19 |

  75. Director nominee independence

    | Dennis M. Nally Independent Director since: January 2020 Age: 73 Committees: •Audit •Compensation and Succession Planning (Chair) •Executive Other current public company boards: •Morgan Stanley (NYSE: MS) | Professional experience Mr. Nally has served on the Board since January 2020. He served as Chairman of PricewaterhouseCoopers International Ltd., the coordinating and governance entity of the PwC network, from 2009 to 2016. From 2002 to 2009, he served as Chairman and Senior Partner of the U.S. firm PricewaterhouseCoopers LLP. He joined PricewaterhouseCoopers LLP in 1974 and became partner in 1985, serving in numerous leadership positions within the organization, including National Director of Strategic Planning, Audit and Business Advisory Services Leader and Managing Partner. Mr. Nally is a member of the boards of Morgan Stanley and Globality, Inc., a privately-held company. | | | Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Has expertise in highly regulated industries, including serving as a member of the board of Morgan Stanley and as a senior executive at PricewaterhouseCoopers. •Financial Literacy. Has extensive knowledge of financial statements, accounting principles and practices, internal control over financial reporting and risk management processes. |

  76. Director nominee independence

    | Lori J. Ryerkerk Independent Director since: June 2025 Age: 63 Committees: •None Other current public company boards: •Eaton Corporation (NYSE: ETN) •Norfolk Southern Corp (NYSE: NSC) | Professional experience Ms. Ryerkerk has served on the Board since June 2025. She served as the Chief Executive Officer and President of Celanese Corporation from May 2019 through December 2024 and as the Chairman of its board of directors from April 2020 through December 2024. From 2013 to 2019, she served as Executive Vice President of Global Manufacturing at Shell Downstream Inc. From 1984 to 2013, Ms. Ryerkerk held positions of increasing responsibility for Shell Downstream Inc., Hess Corporation and Exxon Mobil Corporation. Ms. Ryerkerk has served as a director of Eaton Corporation since April 2020 and as a director of Norfolk Southern Corporation since January 2025, and was a director of Axalta Coating Systems Ltd, from 2015 to 2019. | | | Select qualifications, skills and expertise •Corporate Governance and Risk Oversight. Serves on the boards of Eaton Corporation and Norfolk Southern Corporation and previously served on the boards of Celanese Corporation and Axalta Coating Systems Ltd. •Executive Leadership. Brings valuable experience in executive leadership, including leading global operations and managing complex technology, engineering and supply chain systems. •Global Markets. Has significant experience as Chairman and Chief Executive Officer of a company with global operations and brings an international business perspective through prior leadership roles in Africa and Europe. |

  77. Director nominee independence

    | 20 | 2026 Proxy Statement |

  78. Director nominee independence

    | Lauren M. Tyler Independent Director since: October 2023 Age: 64 Committees: •Audit •Governance, Sustainability and Corporate Responsibility •Special Litigation Other current public company boards: •None | Professional experience Ms. Tyler has served on the Board since October 2023. From 2015 to 2024, Ms. Tyler served as Executive Vice President and Global Head of Human Resources at J.P. Morgan Asset & Wealth Management. Prior to this role, Ms. Tyler served in various leadership roles at JPMorgan Chase & Co., including as Global Chief Auditor and Global Head of Investor Relations. Ms. Tyler is a seasoned financial executive with over 35 years of experience in private equity, investment banking, and finance. Since May 2024, Ms. Tyler has served as a director of Guardian Life Insurance, and she previously served as a director of Alleghany Corporation from January 2019 until its acquisition by Berkshire Hathaway in October 2022. | | | Select qualifications, skills and expertise •Financial Literacy. Extensive business experience in private equity, investment banking, finance, and accounting. •Risk Oversight. Served as a director of public and private companies and prior service as Global Firmwide Auditor for JPMorgan Chase & Co. •Talent Management & Executive Compensation. Several years of experience as the global human resources leader for J.P. Morgan Asset & Wealth Management and prior public company compensation committee service. |

  79. Director nominee independence

    | 2026 Proxy Statement | 21 |

  80. Director nominee independence

    Recent Board composition highlights Independent Chair appointed in October 2025.

  81. Director nominee independence

    | Seven new independent directors since 2022 | | | | | | | | | 2022 | 2023 | | | 2024 | 2025 | 2026 | | | Lorence H. Kim, M.D. | Redonda G. Miller, M.D. | Werner Baumann | Lauren M. Tyler | Frank K. Clyburn | Lori J. Ryerkerk | Ellen G. Cooper | |

  82. Director nominee independence

    Director elections Our Bylaws and Corporate Governance Principles provide for a majority vote standard for the election of directors. Under the majority vote standard, each director must be elected by a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote. A “majority of the votes cast” means that the number of votes cast “for” a candidate for director must exceed the number of votes cast “against” that candidate. A plurality voting standard will apply instead of a majority voting standard if there is a contested election. A “contested election” means any meeting of shareholders at which the number of nominees for election as directors exceeds the number of directors to be elected as of the tenth day preceding the date that we first mail our notice of meeting for such meeting to our shareholders. Under Delaware law, if an incumbent nominee for director in an uncontested election does not receive the required votes for re-election, the director remains in office until a successor is elected and qualified. Our Bylaws and Corporate Governance Principles require each director nominee to tender an irrevocable resignation prior to the applicable meeting of shareholders and include post-election procedures in the event an incumbent director does not receive the required votes for re-election, as follows: •The Governance Committee shall make a recommendation to the Board as to whether to accept the previously tendered resignation of the director; •The Board will act on the Governance Committee’s recommendation; and •The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. Board nomination process The Governance Committee is responsible for overseeing the Board’s director nomination process, including identifying, evaluating, and recommending director nominees for election and re-election by shareholders. In carrying out this responsibility, the Governance Committee seeks to ensure that the Board is composed of individuals who collectively possess the experience, qualifications, and attributes necessary to provide effective oversight of the Company’s strategy, risk management, and long-term value creation, while satisfying applicable independence requirements and governance standards. The Governance Committee’s evaluation process is designed to promote a Board composition that aligns with the Company’s evolving business priorities and reflects the perspectives and feedback of shareholders. The Governance Committee evaluates all potential director nominees using the same criteria, regardless of the source of the nominee. Accordingly, all potential nominees, including shareholder nominees, are assessed using the criteria outlined on page 14.

  83. Director nominee independence

    | 22 | 2026 Proxy Statement |

  84. Director nominee independence

    Director renomination When considering whether to re-nominate incumbent directors, the Governance Committee conducts a comprehensive review of each director’s contributions and qualifications in the context of the full Board’s composition. The Governance Committee also considers the evolving needs of the Board in light of the Company’s priorities and governance standards. Among the factors considered are the following:

  85. Director nominee independence

    | | Independence | | Annual evaluation | | Meeting attendance | | External commitments | | | Experience and skills | | Engagement level | | Shareholder feedback | | |

  86. Director nominee independence

    New director nominees As part of its regular discussions regarding Board succession, the Governance Committee assists the Board in identifying and evaluating highly qualified candidates to address the Company’s strategic needs. Based on the Governance Committee’s recommendations, the Board may elect new members to serve until our next annual meeting. A high-level overview of the director nominations process follows. Process for selecting new outside directors

  87. Director nominee independence

    | 1 | | | | | | Identifying candidates | | To identify, recruit, and evaluate candidates for the Board, the Board generally uses the services of professional search firms. However, in some cases, candidates have been identified by other Board members, members of our management team, or other outside advisors to the Company. | | | | | | | 2 | | | | | | Meeting with candidates | | Prior to their nominations, prospective candidates meet separately with the Board Chair, the CEO, and members of the Governance Committee, who initially consider their candidacies. | | | | | | | 3 | | | | | | Verifying information | | In addition, the professional search firm retained by the Governance Committee verifies information about the prospective candidates and background checks are completed. | | | | | | | 4 | | | | | | Recommending to the Board | | After review and discussion, the Governance Committee recommends nominees for election as directors to the Board. |

  88. Director nominee independence

    Shareholder recommendations for director nominees The advance notice provisions for nomination of directors in our Bylaws allow a shareholder to propose nominees for consideration by the Governance Committee. For more information regarding our director nomination advance notice provisions, including the informational requirements and deadlines for submitting a director nomination for our 2027 Annual Meeting of Shareholders, see Other information - shareholder nominations for director election at the 2027 annual meeting of shareholders on page 100. Furthermore, the proxy access provisions in our Bylaws allow an eligible shareholder or group of no more than 20 eligible shareholders, that in either case has maintained continuous ownership of 3% or more of our common stock, par value $0.01 per share (“Common Stock”) for at least three years, to include a number of director nominees up to the greater of two or 20% of the directors then in office in our proxy materials for an annual meeting of shareholders. For more information regarding our proxy access provisions, including the informational requirements and deadlines for submitting a proxy access notice for our 2027 Annual Meeting of Shareholders, see Other information - proxy access at the 2027 annual meeting of shareholders on page 100.

  89. Director nominee independence

    | 2026 Proxy Statement | 23 |

  90. Director nominee independence

    The board’s role and responsibilities Oversight of strategy The Board plays an active role in overseeing the Company’s business strategy and long-term strategic planning, Through regular engagement with management, discussions at scheduled Board and committee meetings, and a dedicated annual strategy session, the Board monitors the development, execution, and refinement of the Company’s strategic priorities. In carrying out this oversight, the Board considers Company performance across multiple time horizons and evaluates both financial and operational outcomes, as well as relevant non-financial factors, to support sustainable long-term value creation.

  91. Director nominee independence

    | | | | | | | Strategy oversight process Active oversight of the Company’s business strategy and strategic planning, including engagement through Board committee work, regular Board meetings, and a dedicated annual strategy session. | | | Performance focus Evaluation of Company performance across short-, intermediate-, and long-term horizons, including financial and operational results, operational quality, and relevant non-financial measures, such as corporate responsibility goals. | | | | | | | |

  92. Director nominee independence

    Oversight of risk management Our Board considers specific risk topics throughout the year, including risks associated with government regulation, as well as with our strategic objectives, business plan, operations, distribution of controlled substances, corporate responsibility, compensation, information technology (including cybersecurity), and capital structure, among many others. Each quarter, our Chief Financial Officer (“CFO”) reports to the Board on the Company’s financial performance and discusses actual performance as compared to our business plan. Our executive officers and the leaders of our principal business units report regularly to the Board about the risks and exposures related to their areas of responsibility. The Board is informed about and regularly discusses our risk profile, including legal, regulatory and operational risks to our business. We have a Chief Compliance and Risk Officer who oversees our corporate compliance program, including our: •compliance audits; •compliance training; •Code of Ethics and Business Conduct; and •reporting, investigation and corrective action program. We also have an internal compliance committee composed of senior management that supports the Chief Compliance and Risk Officer in fulfilling his or her responsibilities and driving corporate adherence to our compliance program, Code of Ethics and Business Conduct and related policies and procedures. Our Chief Legal Officer, Chief Compliance and Risk Officer and Chief Diversion Control Officer regularly report to the Compliance and Risk Committee and to the full Board on corporate compliance matters, the status of our compliance programs (including our diversion control program described on the following pages), calls to our ethics hotline, and any other material developments. Each Board committee reports to the Board at every regular Board meeting on the topics discussed and actions taken at the most recent committee meeting, including with respect to oversight of the risks that have been delegated to each such committee. The Board discusses the risks and exposures, if any, involved in the matters or recommendations of the committees, as necessary.

  93. Director nominee independence

    | 24 | 2026 Proxy Statement |

  94. Director nominee independence

    Board education and onboarding We provide our directors with comprehensive orientation upon joining the Board, which is overseen by the Governance Committee. Director orientation familiarizes new directors with our business and strategic plans, significant financial, accounting and risk management issues, compliance programs, policies and other controls, and our executive officers. The orientation also addresses Board procedures, our Corporate Governance Principles and our Board committee charters. Additionally, our new directors attend at least one meeting of each committee as part of their onboarding process. We also offer continuing education programs, reimbursement for external educational programs, and opportunities to attend commercial director education seminars to help our directors maintain their expertise in areas related to board responsibilities and their specific committee assignments. Ongoing education includes two hours of annual compliance training for each director. We also offer our directors full membership to the National Association of Corporate Directors to provide a forum for them to maintain their insight into leading governance practices and exchange ideas with peers. Board evaluation process and independent review in Fiscal 2025 We believe that a rigorous Board and committee evaluation process is an essential component of strong corporate governance and supports the Board’s ongoing refreshment and succession planning efforts, as required by our Corporate Governance Principles. In fiscal 2025, the annual evaluation was overseen by the Chair of the Governance Committee, in coordination with the Board’s Lead Independent Director. Following the Board’s leadership transition, beginning in fiscal 2026, the annual evaluation will be overseen by the Chair of the Governance Committee in coordination with the independent Board Chair.

  95. Director nominee independence

    | How the process works | •The process includes discussion and planning related to Board succession and committee rotation, including with regard to the skills and experience needed to continue to represent the long-term interests of our shareholders. •The evaluation process includes individual interviews of each director conducted by the Chair of the Governance Committee, together with the Board’s Lead Independent Director or independent Chair, as applicable, or by an independent third-party governance expert. •In advance of the interviews, each director completes a written questionnaire. During the interviews, directors are asked to provide feedback on the effectiveness of the Board and the committees on which they serve, as well as Board dynamics and individual director performance. •Directors are also invited to provide suggestions for time-management, overall functioning, and proposed focus areas for the upcoming year. | | How performance evaluations contribute to board effectiveness | •The results of the interviews and assessments are compiled into a summary report, which is presented by the Lead Independent Director or independent Chair, as applicable, to the full Board for review, discussion, and identification of action items. |

  96. Director nominee independence

    In fiscal 2025, the Board engaged an independent governance consultant to facilitate an in-depth assessment of the Board’s effectiveness. This third-party review included interviews with directors, the CEO, and members of senior management. Based on this assessment, the consultant provided recommendations relating to Board composition, processes, structure, and overall effectiveness. The consultant’s report confirmed the Board’s strong functioning and identified opportunities to further enhance Board oversight, which were reviewed and discussed by the Board.

  97. Director nominee independence

    | 2026 Proxy Statement | 25 |

  98. Director nominee independence

    Corporate governance Board and governance practices Our Board has adopted Corporate Governance Principles that, together with the charters of the Board committees, provide the framework for the governance of Cencora. Our Corporate Governance Principles clearly delineate the authority and responsibilities of the Chair of the Board and provide for the designation of a Lead Independent Director when the Chair is not an independent director. Additionally, our Corporate Governance Principles mandate the independence of the committee chairs and all the members of our Audit, Compensation and Governance Committees, and affirm non-employee directors’ access to managers and team members outside the presence of our executives. The Corporate Governance Principles address a variety of governance issues in addition to leadership structure, including those discussed under the headings Board committees (page 28), Code of ethics and business conduct (page 38) and Shareholder recommendations for director nominees (page 23). The Board annually reviews the Corporate Governance Principles and the committee charters and approves updates to reflect leading corporate governance practices, as appropriate. Our Corporate Governance Principles and the charters of the Audit, Compensation, Compliance and Risk, Finance, and Governance Committees have been posted on our website at investor.cencora.com/governance/committees.

  99. Director nominee independence

    | Enabling effective oversight of management | | | Majority of director nominees are independent (10 out of 11) All members of the Audit, Compensation, and Governance Committees are independent Independent Chair or Lead Independent Director Thoughtful Board succession planning process Full Board plays an active role in risk oversight and regularly receives reports on risk exposure from management Board oversight of corporate responsibility reporting and disclosure practices | Board oversight of enterprise risk management and legal and regulatory compliance Strict overboarding policy for our CEO and non-employee directors Director tenure and term policies and regular rotation of committee chairs and assignments Comprehensive annual review process for the Board and each of its committees Robust shareholder communication and engagement Director stock ownership guidelines |

  100. Director nominee independence

    | Enabling accountability to our shareholders | | | Majority vote standard (for uncontested elections) Removal of directors with or without cause Right to call special meetings by shareholder(s) with net long beneficial ownership of 25% or more Proxy access | No supermajority requirement Declassified Board with annual election of all directors No cumulative voting |

  101. Director nominee independence

    Board structure and operations Our Board provides guidance and critical review of our governance, strategic initiatives, talent management, and risk management processes. Our Board also ensures that we have an effective management team in place to manage our day-to-day business and serves to protect and advance the long-term interests of our shareholders. The role of our senior executives is to develop and implement a strategic business plan for Cencora and to grow our business. Our employees conduct our business under the direction of our President and CEO and with the oversight of our Board, including our Chair. To enhance its oversight function, our Board is composed of directors who are not employed by us, other than Mr. Mauch.

  102. Director nominee independence

    | 26 | 2026 Proxy Statement |

  103. Director nominee independence

    Leadership succession planning A key responsibility of the Board is to ensure the Company’s continued performance over the long-term through effective succession planning. In furtherance of this mission, over the last several years, the Board established and executed a rigorous succession planning process to identify, evaluate, and select a lead candidate for the role of CEO. Successful leadership transition and succession planning Effective October 1, 2024, Robert P. Mauch assumed the role of President and CEO, succeeding Steven H. Collis. As previously described in our 2025 Proxy Statement, the selection of Mr. Mauch as CEO was the culmination of a deliberate multi-year succession planning process. In fiscal 2025, Mr. Mauch successfully led our Company through his first year as CEO, building on his deep institutional knowledge and prior service as Chief Operating Officer. Working closely with the Board and management, he positioned the Company to advance its long-term strategy. Going forward, the Board, in coordination with the Compensation Committee, will continue to review succession plans for the CEO and the Company’s other executive officers on an annual basis as provided for in our Corporate Governance Principles. The Board also maintains an emergency succession plan. Board leadership Our Board retains the flexibility to determine the optimal Board leadership structure for the Company and our shareholders, as provided in our Corporate Governance Principles. These principles do not mandate separation of the Chair and CEO roles, nor do they require an independent Chair; the principles do require, however, the Board to elect a Lead Independent Director whenever the Chair is not independent. The Board believes this approach allows it to adopt the structure best suited to the Company’s circumstances at a given time. In connection with the appointment of Mr. Collis as Executive Chairman during fiscal 2025, the Board refined the responsibilities of the Executive Chairman and Lead Independent Director to reflect their respective roles during the CEO transition. The Board also maintained processes to examine and reassess the effectiveness of this leadership structure, including annual evaluations under the oversight of the Governance Committee. The Board determined that, following the successful completion of the CEO succession transition, it was in the best interests of the Company and its shareholders to appoint an independent Board Chair. On August 27, 2025, the Company announced that the Board had appointed D. Mark Durcan as Chair of the Board, effective at the beginning of fiscal 2026 on October 1, 2025. Mr. Durcan has served as a director of the Company since September 2015 and as Lead Independent Director since March 2023. He succeeded Mr. Collis, who retired as Executive Chairman and as director effective September 30, 2025. Lead Independent Director Mr. Durcan served as Lead Independent Director during fiscal 2025 until he assumed the role of independent Chair on October 1, 2025. In his role as the Lead Independent Director, he provided sound independent leadership in the boardroom and exercised substantial authority, including: Presiding at executive sessions of independent directors and serving as a liaison with the Executive Chairman and management Collaborating with the Executive Chairman and CEO on Board agendas and schedules Advising the CEO and committee chairs on information flow and Board workload Overseeing, together with the Governance Committee, the Board’s annual self-evaluation process

  104. Director nominee independence

    | 2026 Proxy Statement | 27 |

  105. Director nominee independence

    With Mr. Durcan’s appointment as independent Chair of the Board, the Lead Independent Director position and its responsibilities are not currently required under our Corporate Governance Principles. Our Corporate Governance Principles provide that Mr. Durcan’s responsibility as independent Chair include: Presiding at all meetings of the Board and all meetings of the shareholders of the Company Facilitating the Board’s approval of the number and frequency of Board meetings and calling special meetings of the Board as appropriate, in accordance with the Bylaws Serving as Chair of the Executive Committee of the Board In consultation with the CEO and with the assistance of the Corporate Secretary, setting the agenda for each Board meeting Calling, setting the agenda for, and chairing the executive sessions of the independent directors Assisting the Board and Company officers in assuring compliance with and implementation of the Corporate Governance Principles and appropriate risk management Serving as the principal liaison between the Board and management and maintaining an effective working relationship between the two groups Overseeing the timely distribution of information and reports to the Board Advising the CEO of the information needs of the Board Facilitating communications among directors Conducting a formal performance review of the CEO on behalf of the independent directors, in consultation with the Chair of the Compensation Committee With the Chair of the Compensation Committee, taking a leading role in CEO succession planning Together with the Chair of the Governance Committee, overseeing the annual self-assessment process for the Board and each committee Supporting the Chair of the Governance Committee in interviewing and recommending candidates for the Board and recommending Board committee assignments Advising committee Chairs and assisting them in management of overall workload of the Board Executive Chairman to independent Chair As previously disclosed, Mr. Collis served as President and CEO of the Company from July 2011 through September 2024 and as Chairman of the Board from March 2016 through September 2024. Effective October 1, 2024, Mr. Collis assumed the role of Executive Chairman as part of the CEO leadership transition. As Executive Chairman, Mr. Collis collaborated with the Lead Independent Director to lead productive Board meetings, facilitated the assimilation of new directors, assisted the Board in its oversight responsibilities, and, at the request of Mr. Mauch, provided advice on key issues and supported select strategic projects to ensure continuity. Mr. Collis retired from the Board on September 30, 2025, marking the conclusion of the Executive Chairman structure and the completion of the CEO leadership transition. Board committees There are five standing committees of the Board that, together with the Executive Committee, are the primary committees with delegated oversight of the Company’s operations:

  106. Director nominee independence

    | Standing Committees: | | | | | | Audit Committee | | Finance Committee | | | Compensation Committee | | Governance Committee | | | Compliance and Risk Committee | | |

  107. Director nominee independence

    Each of the five standing Board committees are chaired by and composed solely of independent directors. Our independent directors are encouraged to, and often do, have direct contact with members of our senior management team outside the presence of our executive officers. Our Executive Committee is composed of the CEO, the Board Chair, and the chairs of the five standing committees, and has authority to act in between regularly scheduled meetings of the Board. The Board Chair serves as the chair of the Executive Committee. The Board periodically changes committee assignments to support effective governance and enhance each committee’s independent oversight and responsibilities.

  108. Director nominee independence

    | 28 | 2026 Proxy Statement |

  109. Director nominee independence

    | Audit Committee |

  110. Director nominee independence

    | | Key responsibilities •Appoints, and has authority to terminate, our independent registered public accounting firm. •Pre-approves all audits and permitted non-audit services provided by the Company’s independent registered public accounting firm. •Reviews and discusses the independence of our independent registered public accounting firm. •Reviews and discusses with management and our independent registered public accounting firm the Company’s audited financial statements and interim quarterly financial statements as well as management’s discussion and analysis of financial condition and results of operations as set forth in Forms 10-K and 10-Q filed with the SEC, including significant accounting policies, critical estimates, and alternative GAAP treatments. •Approves the Audit Committee report as required by SEC rules. •Discusses with management and/or our independent registered public accounting firm significant financial reporting issues, judgments made in connection with the preparation of our financial statements, and the adequacy of our internal control over financial reporting. •Reviews the internal audit function, internal audit plans and internal audit reports and recommends changes, if necessary. •Reviews the appointment, performance and replacement of our chief audit executive. •Assists the Board with oversight of the Company’s compliance with legal and regulatory requirements, including, as appropriate, participating in oversight of enterprise risk management. •Discusses the Company’s guidelines, policies and practices with respect to the assessment, management and mitigation of risks. •Reviews and approves all related persons transactions in accordance with our Related Person Transaction Policy. •Reviews, at least annually, our information technology security program and reviews and discusses the controls around cybersecurity, including the development of a cyber strategy and our business continuity and disaster recovery plans. •Establishes and oversees procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, as well as the confidential, anonymous submissions by Company employees regarding concerns of questionable accounting or auditing matters and meets separately with management, the internal auditor, and the independent auditor, as appropriate. | | Committee Members Werner Baumann (Chair) Dennis M. Nally Lauren Tyler All members are independent Fiscal 2025 meetings: 9 Report The Report of the Audit Committee is on page 91 | |

  111. Director nominee independence

    | 2026 Proxy Statement | 29 |

  112. Director nominee independence

    | Compensation and Succession Planning Committee |

  113. Director nominee independence

    | | Key responsibilities •Reviews and approves our executive compensation strategy and the levels and mix of compensation elements of total compensation for the President and CEO and other executive officers (including, for fiscal year 2025, that of our former Executive Chairman), including review of peer group benchmarking, market competitiveness, and alignment with Company performance. •Evaluates performance of management annually. •Ensures our executive compensation strategy aligns with shareholder interests. •Considers and approves any compensation practices related to corporate responsibility and coordinates with the Governance Committee on these practices, as appropriate. •Administers, monitors, and reviews the Company’s clawback policies and the clawback, recoupment and forfeiture provisions contained in the Company’s equity and cash incentive compensation programs. •Reviews and discusses with management the Compensation Discussion and Analysis and other disclosures about executive compensation that are required to be included in our proxy statement and Annual Report on Form 10-K. •Prepares a Compensation Committee report as required by SEC rules. •Establishes guidelines for the administration of, and grants awards under, our incentive compensation plans, with discretion to adjust compensation upward or downward. •Has sole authority for retaining any consulting firm used to assist the Compensation Committee in its evaluation of the compensation of the President and CEO or any other executive officer and for evaluating the independence of such consulting firm. •Monitors the activities of our internal Benefits Committee, including the Benefits Committee’s oversight of the administration and investment performance of our retirement plans. •Oversees the administration of our health and welfare plans. •Reviews with management and makes recommendations relating to succession planning and talent development. •Has authority to delegate any of its responsibilities to a subcommittee or internal committee as it deems appropriate in its sole discretion. | | Committee Members Dennis M. Nally (Chair) Werner Baumann Lorence H. Kim, M.D. All members are independent Fiscal 2025 meetings: 5 Report The Report of the Compensation Committee is on page 68 | |

  114. Director nominee independence

    | 30 | 2026 Proxy Statement |

  115. Director nominee independence

    | Compliance and Risk Committee |

  116. Director nominee independence

    | | Key responsibilities •Oversees the implementation by management of an enterprise risk management program that is designed to assist the Company with monitoring and mitigating compliance, legal, regulatory, and operational risks related to the business, including health and safety and emerging risks. •Assists the Board in its oversight of the Company’s compliance with legal and regulatory requirements and reviews all significant litigation and internal and government investigations with the appropriate members of management (other than matters reserved for oversight by the other committees of the Board). •Reviews and oversees the Company’s compliance program and meets regularly with the Company’s Chief Compliance and Risk Officer, Chief Diversion Control Officer, and Chief Legal Officer to discuss matters within the Compliance and Risk Committee’s oversight responsibility. •Reports to the Board regarding the Company’s compliance functions and related risks and coordinates with the Audit Committee on matters that may implicate accounting or internal control issues. •Oversees compliance with our Code of Ethics and Business Conduct. •Assists the Board with overseeing the Company’s Controlled Substances Monitoring Program, including through quarterly reports from the Chief Diversion Control Officer. •Reviews the appointment and performance of the Company’s Chief Compliance and Risk Officer and Chief Diversion Control Officer. | | Committee Members Redonda G. Miller, M.D. (Chair) Frank K. Clyburn Lon R. Greenberg All members are independent Fiscal 2025 meetings: 4 | |

  117. Director nominee independence

    | Finance Committee |

  118. Director nominee independence

    | | Key responsibilities •Provides oversight of our capital structure and other issues of financial significance to the Company. •Reviews the Company’s funding and capital needs and makes recommendations to the Board with respect thereto. •Reviews the adequacy of the Company’s liquidity, and proposed financing plans, credit facilities, and other financing transactions. •Reviews our dividend policy and tax planning strategies. •Reviews and proposes issuance or sale of our stock, stock repurchases, redemptions and splits. •Reviews financial strategies developed by management to meet changing economic and market conditions. •Reviews proposed major capital expenditures or commitments. •Reviews proposed material acquisitions, divestitures, joint ventures, and other transactions involving the Company and periodically reviews performance and progress of completed acquisitions and capital spending projects. | | Committee Members Lorence H. Kim, M.D. (Chair) Frank K. Clyburn Lon R. Greenberg All members are independent Fiscal 2025 meetings: 8 | |

  119. Director nominee independence

    | 2026 Proxy Statement | 31 |

  120. Director nominee independence

    | Governance, Sustainability and Corporate Responsibility Committee |

  121. Director nominee independence

    | | Key responsibilities •Reviews and makes recommendations to the Board about corporate governance and the Company’s corporate governance principles. •Identifies and discusses with management the risks, if any, relating to the Company’s corporate governance structure and practices. •Oversees the Company’s sustainability, corporate responsibility and inclusion strategy, and the Company’s related reporting and disclosure practices. •Receives regular reports from the Company’s Global Corporate Responsibility Team and oversees the Company’s support for charitable organizations, including the Cencora Impact Foundation and the Cencora Team Assistance Fund. •Recommends selection and qualification criteria for directors for approval by the Board and identifies, evaluates, and recommends qualified candidates to serve as directors of the Company, including those recommended by shareholders. •Reviews and makes recommendations relating to succession planning for our Board and Board committee leadership positions and prepares for Board vacancies. •Oversees orientation of directors and continuing education of directors in areas related to the work of our Board and the directors’ committee assignments. •Makes recommendations regarding the size and composition of our Board and the composition and responsibilities of Board committees. •Oversees the evaluation of our Board and the Board committees and reviews the committee assignments. •Reviews and makes recommendations to our Board regarding non-employee director compensation, including stock ownership guidelines and director benefit plans. •Has authority for retaining and terminating any search firm used to identify director candidates and any third-party firm used to assist in the annual Board and Board committee evaluation and with evaluation of the compensation of directors, and for evaluating the independence of such firm. | | Committee Members Lon R. Greenberg (Chair) Redonda G. Miller, M.D. Lauren M. Tyler All members are independent Fiscal 2025 meetings: 4 | |

  122. Director nominee independence

    | 32 | 2026 Proxy Statement |

  123. Prohibition of loans to directors and officers

    Prohibition of loans to directors and officers Our Corporate Governance Principles prohibit the Company from making any loans or extensions of credit to our directors or executive officers. We do not have any programs under which we extend loans to either directors or executive officers.

  124. Prohibition of loans to directors and officers

    | 2026 Proxy Statement | 39 |

  125. Prohibition of loans to directors and officers

    Overview Elements of director compensation Our director compensation program is designed to attract and retain qualified non-employee directors. Our program is intended to align with the director compensation of our peers (our fiscal 2025 peer companies are set forth on page 53). Our Governance Committee reviews non-employee director compensation regularly to confirm that it appropriately addresses the time, effort, expertise, and accountability required of active Board membership. Except as noted below, there were no changes to the Company’s non-employee director compensation program for fiscal 2025. The following table summarizes the compensation earned or paid for service as a director during fiscal 2025 to each non-employee director. Ms. Barra, WBA’s former designee, waived her right to receive compensation as a non-employee director. Directors who are employees of Cencora receive no compensation for their service as directors or as members of Board committees. For compensation information regarding Mr. Collis and Mr. Mauch, please see the Compensation discussion and analysis section beginning on page 44 . Director fees Our director compensation program provides for an annual cash retainer plus an annual equity award of RSUs. Consistent with our overall compensation philosophy, the compensation program for non-employee directors targets total direct compensation (cash retainer and equity award) aligned with the median of our peer group.

  126. Prohibition of loans to directors and officers

    | Fiscal 2025 Annual Compensation for Non-Employee Directors | Additional Fiscal 2025 Annual Retainers ($)(2) | | | | Committee Chair fee | | | | •Audit Committee | 25,000 | | | •Compensation and Succession Planning Committee | 20,000 | | | •Compliance and Risk Committee | 25,000 | | | •Finance Committee | 20,000 | | | •Governance, Sustainability and Corporate Responsibility Committee | 20,000 |

  127. Prohibition of loans to directors and officers

    | Lead Independent Director Compensation ($) | | | Annual retainer | 125,000 | | Annual equity award | 250,000 |

  128. Prohibition of loans to directors and officers

    (1)The annual cash retainer for independent directors (other than the Lead Independent Director) was increased from $100,000 to $120,000 effective April 1, 2025. The total cash retainer amount reported in the chart reflects a pro-rated portion of each rate during fiscal 2025. (2)On January 12, 2024, a Special Litigation Committee was formed to review and evaluate a derivative complaint related to the distribution of controlled substances. During fiscal 2025, Mr. Baumann received $60,000 for serving as Chair of the Special Litigation Committee and Dr. Miller and Ms. Tyler each received $50,000 for serving as members. As previously disclosed in our fiscal 2025 Form 10-K, the Delaware Court of Chancery approved a settlement of this matter on November 13, 2025.

  129. Prohibition of loans to directors and officers

    | 40 | 2026 Proxy Statement |

  130. Prohibition of loans to directors and officers

    Annual retainers A director may elect to have the annual retainer paid in cash, Common Stock or RSUs, or credited to a deferred compensation account. Payment of annual retainers in cash are made in equal quarterly installments. Annual equity awards On March 6, 2025, each of the non-employee directors (other than our former director Ms. Barra, who waived compensation) received an annual grant of RSUs. The vesting period for these awards is one year from the date of grant, subject to continued service on the Board or following retirement by a director who, after reaching age 55, has an age plus years of continuous service with the Company that equals at least 65. These grants were made under the Company’s 2022 Omnibus Incentive Plan (“2022 Omnibus Incentive Plan”). A director may defer settlement of shares payable with respect to RSUs as described below. Deferral and other arrangements Directors have the option to defer all or any part of the annual retainer and to credit the deferred amount to an account under the Company’s Amended and Restated Deferred Compensation Plan (“Deferred Compensation Plan”). Payment of deferred amounts will be made or begin on the first day of the month after the non-employee director ceases to serve as a director. A director may elect to receive the deferred benefit (i) over annual periods ranging from three to 15 years and payable in quarterly installments or (ii) in a single distribution. We pay all costs and expenses incurred in the administration of the Deferred Compensation Plan. Directors also have the option to forgo 50% or more of their annual cash retainers and receive either Common Stock or RSUs covering shares having a fair market value on the quarterly grant date equal to the amount of the foregone compensation. In addition, directors may defer settlement of any shares payable with respect to any RSUs (and any dividend equivalents) received either in lieu of the annual retainer or as the annual equity award to a later date. Perquisites We also provide our directors with a prescription drug benefit and reimburse them for reasonable expenses incurred for education programs, transportation, food, and lodging related to their service as directors. Director compensation policies and practices Stock ownership guidelines

  131. Prohibition of loans to directors and officers

    | Position | Stock ownership guidelines | | Compliance period | Current status | | Non-employee director | 5 times annual cash retainer | | 5 years from Board election | Met or in the process |

  132. Prohibition of loans to directors and officers

    We require our non-employee directors to own shares of our Common Stock to align their interests with those of our shareholders and to provide an incentive to foster our long-term success. From and after the fifth year following their Board election, non-employee directors must own stock equal in value to at least five times the annual cash retainer. We may take unusual market conditions into consideration when assessing compliance. We confirm compliance with guidelines annually at the end of each fiscal year and, as of September 30, 2025, all of our then-serving non-employee directors were in compliance with the stock ownership guidelines or had not yet completed their fifth year as a director.

  133. Prohibition of loans to directors and officers

    | 2026 Proxy Statement | 41 |

  134. Prohibition of loans to directors and officers

    Fiscal 2025 director compensation

  135. Prohibition of loans to directors and officers

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Ornella Barra(3) | — | — | — | | Werner Baumann | 182,870 | 200,225 | 383,095 | | Frank K. Clyburn | 110,000 | 286,436 | 396,436 | | D. Mark Durcan | 125,000 | 250,217 | 375,217 | | Richard W. Gochnauer(4) | 50,000 | — | 50,000 | | Lon R. Greenberg | 130,000 | 200,225 | 330,225 | | Kathleen W. Hyle(4) | 60,000 | — | 60,000 | | Lorence H. Kim, M.D. | 130,000 | 200,225 | 330,225 | | Redonda G. Miller, M.D. | 185,000 | 200,225 | 385,225 | | Dennis M. Nally(5) | 145,481 | 200,225 | 345,706 | | Lori J. Ryerkerk | 40,000 | 152,390 | 192,390 | | Lauren M. Tyler | 160,715 | 200,225 | 360,940 |

  136. Prohibition of loans to directors and officers

    (1)These include amounts earned for service as committee chairs, service on Special Litigation Committees, and amounts deferred into our Deferred Compensation Plan. In fiscal 2025, Mr. Nally received 500 shares of Common Stock in lieu of a portion of his retainer, and Mr. Baumann and Ms. Tyler received 457 and 415 RSUs, respectively, in lieu of a portion of their respective retainers, with each of Mr. Baumann and Ms. Tyler opting to defer receipt of such RSUs. (2)As of September 30, 2025, each of the non-employee directors held the following outstanding RSUs (inclusive of deferred RSUs):

  137. Prohibition of loans to directors and officers

    | Name | Number of Outstanding RSUs (#) | | Ornella Barra | — | | Werner Baumann | 3,022 | | Frank K. Clyburn | 1,157 | | D. Mark Durcan | 986 | | Richard W. Gochnauer | — | | Lon R. Greenberg | 7,769 | | Kathleen W. Hyle | — | | Lorence H. Kim, M.D. | 3,524 | | Redonda G. Miller, M.D. | 1,632 | | Dennis M. Nally | 789 | | Lori J. Ryerkerk | 516 | | Lauren M. Tyler | 2,554 |

  138. Prohibition of loans to directors and officers

    The amounts reported represent the grant date fair value for equity awards shown in accordance with Accounting Standards Codification (“ASC”) 718, disregarding the estimate of forfeitures related to service-based vesting conditions. There were no forfeitures by the directors in fiscal 2025. See Note 9 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for assumptions used to estimate the fair values of RSUs granted during fiscal 2025. (3)Ms. Barra, WBA’s former designee, waived her right to receive compensation as a non-employee director, and as discussed above, Ms. Barra resigned from the Board in May 2025. (4)Mr. Gochnauer and Ms. Hyle did not stand for reelection to our Board at our 2025 Annual Meeting of Shareholders. Accordingly, they did not receive an equity award in March 2025. (5)Mr. Nally received a quarterly fee of $12,500 for his work as the sole member of a Special Litigation Committee that was formed in 2020 to review and evaluate a derivative complaint related to Medical Initiatives, Inc., a subsidiary that ceased operations in 2014. The matter was dismissed in September 2024, and the committee was dissolved in the first quarter of fiscal 2025.

  139. Prohibition of loans to directors and officers

    | 42 | 2026 Proxy Statement |

  140. Highlights of our executive compensation program — Linking pay with performance and mitigating risk

    | What we do | What we do not do | | Use financial metrics to make a substantial portion of executive pay contingent on performance. Engage with shareholders on executive compensation. Conduct an annual say-on-pay vote. Cap payouts under our annual cash bonus plan and performance share plans. Require our CEO to hold stock equal in value to six times his base salary, and our CFO and other NEOs to own stock equal in value to three times their respective base salaries. Require executive officers to retain all equity awards until required ownership levels are met. Require our CEO to hold 50% of performance share awards for two years after vesting and other NEOs to hold 50% of performance share awards for one year after vesting. Incorporate into our performance share award payout Company performance against broader industry peers in the form of a relative TSR modifier. Review peer group data, as available, and compensation survey data in establishing executive officer compensation. Have our CFO and Chief Accounting Officer review adjustments reflected in our reported, non-GAAP financial results with the Compensation Committee on a quarterly basis. Have the Compensation Committee determine whether to exercise discretion to modify the calculated payouts and approve the final payouts for the prior fiscal year’s incentive plans following fiscal year end. Apply robust clawback obligations to annual cash bonus and equity awards for executive officers. Require forfeiture of awards upon violation of restrictive covenants. Require a double-trigger for change in control payments. Consider burn rate in equity grant decisions and manage use of equity awards conservatively. | Tie incentive compensation to specific product sales, including prescription opioid medication sales. Permit short sales, hedging, or pledging of our stock by our executive officers and directors. Backdate or retroactively grant RSUs. Pay dividends on unearned and unvested performance shares. Provide tax gross-ups in the event of a change in control. |

  141. Year-round compensation planning

    | Role of the Compensation Committee | | | •Responsible for the design of our executive compensation program, oversight of our incentive plans, and review of our executive talent development strategy and succession planning. •Facilitates the Board’s annual assessment of the CEO’s performance. •Reviews and approves the individual elements of compensation of our NEOs, including the awards made under our long-term incentive plan. •Reviews and approves executive benefit plans, programs, and perquisites. •Oversees our savings, retirement, health and welfare plans and has delegated the administration of our benefit plans to an internal Benefits Committee, composed of senior finance, human resources, and legal executives. •As needed, participates in engagements with the Company’s largest shareholders to gather feedback on the Company’s executive compensation program and inform its decision-making process. •Reviews and considers the voting results of the Company’s most recent say-on-pay vote. •Reviews the individual performance goals of the CEO at the beginning of the fiscal year. | | | | | | Role of independent compensation consultant | Role of management | | •The Compensation Committee’s independent compensation consultant advises the Compensation Committee on all aspects of executive compensation, including: comparative data; competitive positioning of executive pay; plan design; long-term incentive pay practices; and market trends. •As directed by the Compensation Committee, the compensation consultant prepares analyses and recommendations relating to the compensation of our NEOs, including pay recommendations for our CEO. •The compensation consultant attends Compensation Committee meetings and meets with the Compensation Committee and its individual members without management present, as needed. | •Our CEO gives the Compensation Committee a performance assessment and pay recommendation for senior management, including each of the other NEOs, and does not participate in discussions regarding his own performance or pay determinations. •Management, in consultation with the Compensation Committee’s independent compensation consultant, may also make recommendations on matters of compensation philosophy and plan design. •Management may attend the Compensation Committee meetings, but they are not present when the Compensation Committee meets in executive session, and they do not make recommendations regarding their own pay. |

  142. Year-round compensation planning

    Pearl Meyer & Partners (“Pearl Meyer”) served as the Compensation Committee’s compensation consultant during fiscal 2025. The Compensation Committee determined that Pearl Meyer and the individual Pearl Meyer consultants that work with the Compensation Committee are independent and do not have any economic interests in or other relationships with the Company or the Compensation Committee members that would conflict with their obligation to provide the Compensation Committee with impartial and objective advice. Pearl Meyer did not provide any services to the Company in fiscal 2025 and, accordingly, no fees were paid for any additional services in fiscal 2025. Peer group Each year, the Compensation Committee, in consultation with its independent compensation consultant, evaluates a peer group of companies that will serve as a reference for comparing the pay of our NEOs to the market. We assess companies that best reflect the complexity of our industry and competition for customers, shareholders, and talent to determine whether our level of executive pay is appropriate when compared to industry and market standards. We also conduct a detailed market review of executive pay to evaluate each element of pay and benefit competitiveness, review pay practices, and compare performance against our peer group consistent with our pay philosophy. Our peer group consists of companies with business models and operations comparable to our own, including our two largest direct competitors, and companies that we believe have a similar financial and operational profile. Financial metrics used to select our peer group include: revenue; market capitalization; number of employees; net income; operating income margin; and return on invested capital. Following review with Pearl Meyer, the Compensation Committee concluded that our fiscal 2024 peers remained appropriate and made no changes to the fiscal 2025 peer group, which included:

  143. Year-round compensation planning

    2025 NEO compensation Our executive compensation program consists of three core components: base pay, short-term incentives, and long-term incentives, with the majority of compensation being at-risk, variable, and/or performance-based. The Compensation Committee’s decisions regarding the fiscal 2025 pay program for our NEOs are described in detail below. Base salary Base salary is intended to provide a fixed and steady source of income and security. The Compensation Committee considers a variety of factors, including scope of role, duties and responsibilities, business growth and complexity, experience, expected future contributions, our pay philosophy, and median pay of our designated peer group and other market data. In fiscal 2025, following an assessment considering the factors described above and in consultation with Pearl Meyer, the Compensation Committee adjusted our NEOs’ base salaries, effective November 20, 2024. This was due in part to the NEOs’ increasingly complex and expanding responsibilities in light of the Company’s growth, and to better align their base salaries with the market median of our peer group for each of their respective roles.

  144. Quarterly review of adjustments and final determination of executive compensation payouts

    Quarterly review of adjustments and final determination of executive compensation payouts Our CFO and Chief Accounting Officer present Cencora’s reported non-GAAP financial results and reconciliations to GAAP to the Compensation Committee on a quarterly basis. These results serve as the starting point for the Compensation Committee’s annual incentive compensation decisions. As part of its year-end approval of executive compensation, the Compensation Committee determines whether to exercise discretion to modify the payouts that are calculated under our incentive plans from the Company’s reported non-GAAP financial results.

  145. Quarterly review of adjustments and final determination of executive compensation payouts

    | 54 | 2026 Proxy Statement |

  146. Quarterly review of adjustments and final determination of executive compensation payouts

    Short-term incentive compensation Our short-term incentive plan is intended to both motivate our NEOs to improve financial performance year-over-year and reward our NEOs who deliver on targeted financial results and other objectives. Target short-term incentive amounts are expressed as a percentage of annual base salary. For fiscal 2025, after consulting with Pearl Meyer, the Compensation Committee maintained the fiscal 2024 target cash bonus incentive levels for our NEOs except that (i) Mr. Mauch’s target cash bonus incentive level was increased to 175% of his base salary, consistent with the prior President and CEO’s target cash bonus incentive level, and (ii) Mr. Collis’ target cash bonus incentive level was decreased to 100% of his base salary to reflect his position as Executive Chairman, as set forth in the table below.

  147. Quarterly review of adjustments and final determination of executive compensation payouts

    | NEO | Target Cash Bonus (as a % of Base Salary) | | Robert P. Mauch | 175% | | Steven H. Collis | 100% | | James F. Cleary | 100% | | Elizabeth S. Campbell | 100% | | Silvana Battaglia | 100% |

  148. Fiscal 2025 cash bonus measures and goals

    Fiscal 2025 cash bonus measures and goals Each year, the Compensation Committee selects enterprise-level performance measures that it believes are the key metrics used for setting business goals and evaluating our financial results. The Compensation Committee also sets goals for these performance measures that it views to be challenging, yet attainable, and that do not encourage excessive risk-taking by management. These goals are based on the Company’s fiscal year plan, approved by the Board, and take into account various factors, including prior fiscal year results, internal operating plans for our business units, Company strategic initiatives, industry-specific external conditions, and the macroeconomic environment. For the fiscal 2025 NEO cash bonus plan design, the Compensation Committee approved the same financial measures used in fiscal 2024: Adjusted Operating Income (weighted 40%), Adjusted EPS (weighted 25%), and Adjusted Free Cash Flow (weighted 25%), as well as a Corporate Responsibility metric (weighted 10%). For fiscal 2025, the Compensation Committee set target goals as follows: •For Adjusted Operating Income and Adjusted EPS targets, to achieve approximately 4.7% and 7.6% growth, respectively, over fiscal 2024 results; •For Adjusted Free Cash Flow, $2.0 billion, which was a 34.6% decline from fiscal 2024 results of $3.1 billion, due to anticipated headwinds related to lost business and continued investment in distribution centers; and •For the Corporate Responsibility metric, as with fiscal 2024, an objectively measurable target goal that aligned with the Company’s pillars of purpose-driven team members, resilient and sustainable operations, and healthy communities for all, as further described on the following page.

  149. Fiscal 2025 cash bonus measures and goals

    | 2026 Proxy Statement | 55 |

  150. Fiscal 2025 cash bonus measures and goals

    The fiscal 2025 cash bonus measures for our NEOs were as follows:

  151. Fiscal 2025 cash bonus measures and goals

    | Corporate Performance Measure | Weighting | Rationale | | Adjusted Operating Income(1) | | Rewards operational performance and growth of the Company’s profitability. | | Adjusted EPS(1) | | Rewards profitability and is an important driver of share price valuation and shareholder expectations. | | Adjusted Free Cash Flow(1) | | Rewards maintaining appropriate working capital and facilitates completing acquisitions and returning capital to shareholders through share repurchases and dividends. | | Corporate Responsibility | | Rewards our commitment to business resiliency planning and increasing engagement of a talented and representative workforce. |

  152. Fiscal 2025 cash bonus measures and goals

    (1)Adjusted Operating Income, Adjusted EPS, and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix A to this proxy statement for additional information regarding non-GAAP financial measures, including GAAP to non-GAAP reconciliations.

  153. Fiscal 2025 cash bonus goals and outcomes

    Fiscal 2025 cash bonus goals and outcomes The table on the following page provides the fiscal 2025 performance goals for each of the corporate performance measures, as approved by the Compensation Committee in November 2024, as well as the Company’s achievement of such goals and the resulting payout percentages based upon such achievement. For fiscal 2025, the plan remained unchanged from the prior fiscal year.

  154. Fiscal 2025 cash bonus goals and outcomes

    | 56 | 2026 Proxy Statement |

  155. Fiscal 2025 cash bonus goals and outcomes

    | Corporate Performance Measure | Weighting | Threshold (25% Payout)(1) ($) | Target (100% Payout)(1) ($) | Maximum (200% Payout)(1) ($) | Payout Result (%) | | | Adjusted Operating Income(2) | | | | | 200.0 | | | Adjusted EPS(2) | | | | | 181.1 | | | Adjusted Free Cash Flow(2) | | | | | 200.0 | | | Corporate Responsibility(3) | | Business Resiliency Planning (50% weight): achieved completion of 100% of business impact assessments for all remaining units. | | | Exceeded | | | | | Global employee engagement (50% weight): maintained global enterprise engagement. | | | Exceeded | | | | | Total calculated payout (weighted): | | | 185.3 | %* |

  156. Fiscal 2025 cash bonus goals and outcomes

    * As described on the next page, the Compensation Committee exercised discretion to reduce the final payout for our NEOs to 181.3%. (1)Actual results between threshold and target and between target and maximum were calculated based on linear interpolation. For the Corporate Responsibility metric, the Compensation Committee determined the final payout result based on performance against the target goal, up to a maximum of 200%. As a result, the maximum overall payout opportunity for fiscal 2025 was 200%. (2)Adjusted Operating Income, Adjusted EPS, and Adjusted Free Cash Flow are non-GAAP financial measures. See Appendix A to this proxy statement for additional information regarding non-GAAP financial measures, including GAAP to non-GAAP reconciliations. (3)For fiscal 2025, the Corporate Responsibility metric consisted of specific, quantifiable target goals set and measured over the fiscal 2025 performance period, with the final payout result subject to the Compensation Committee’s assessment of overall performance on these objectives from 50% to 200% of target, unless the Compensation Committee determines that the objectives were not met at all. Although we exceeded the Corporate Responsibility metric, the Compensation Committee funded the Corporate Responsibility metric at target.

  157. Fiscal 2025 cash bonus goals and outcomes

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  158. Fiscal 2025 cash bonus payouts

    Fiscal 2025 cash bonus payouts Cencora exceeded the target goals for the corporate performance measures and delivered strong business execution and performance for fiscal 2025, resulting in each of the NEOs earning a stretch bonus in accordance with the terms of our Annual Incentive Plan (“AIP”). Our strong growth was driven by broad-based performance across many of our businesses, strong pharmaceutical utilization trends, growth in specialty product sales to physician practices and health systems, and increased sales of products labeled for diabetes and/or weight loss in the GLP-1 class. Adjusted Free Cash Flow benefited from better-than-expected growth in the U.S. distribution business, customer sales mix, the timing of receipts, and good working capital management. Following the conclusion of fiscal 2025, the Compensation Committee reviewed and discussed the Company’s achievement of its fiscal 2025 objectives and its publicly-reported, non-GAAP financial results. As shown in the table above, the Company’s performance would have resulted in a 185.3% payout; however, following discussions with Pearl Meyer and management, the Compensation Committee exercised discretion and reduced the total payout percentage to 181.3%. The Compensation Committee determined to make this reduction in recognition of the underperformance of a business within our International Healthcare Solutions reportable segment.

  159. Fiscal 2025 cash bonus payouts

    | Base Salary | | AIP % | | AIP Target | | Payout Level % | | Calculated Payout |

  160. Fiscal 2025 cash bonus payouts

    Target and actual fiscal 2025 cash bonuses for our NEOs were as follows:

  161. Fiscal 2025 cash bonus payouts

    | NEO | Base Salary ($) | AIP (%) | | AIP Target ($) | Payout Level (%) | | Calculated Payout(1) ($) | | Robert P. Mauch | 1,350,000x | 175 | = | 2,362,500x | 181.3 | = | 4,283,213 | | Steven H. Collis | 1,000,000x | 100 | = | 1,000,000x | 181.3 | = | 1,813,000 | | James F. Cleary | 926,137x | 100 | = | 926,137x | 181.3 | = | 1,679,087 | | Elizabeth S. Campbell | 769,205x | 100 | = | 769,205x | 181.3 | = | 1,394,570 | | Silvana Battaglia | 664,849x | 100 | = | 664,849x | 181.3 | = | 1,205,372 |

  162. Fiscal 2025 cash bonus payouts

    (1)Calculated payout may vary from a straight calculation of AIP target dollars times the payout level as a result of rounding. Long-term equity incentive compensation We use equity awards to motivate our NEOs to achieve superior business results and to retain our executive team over the long term. Equity awards support our stock ownership requirements and further enhance the alignment of NEO and shareholder interests. Consistent with prior years, for fiscal 2025, the annual equity awards for our NEOs were allocated as 60% performance shares and 40% time-based RSUs. RSUs vest ratably each year during the three-year vesting period, while performance shares have a three-year performance period. In addition, equity awards are subject to vesting, ownership, and retention requirements, as described in more detail below and in the sections following the Summary compensation table on page 69. In approving long-term equity incentive awards, the Compensation Committee considers several factors, including:

  163. Fiscal 2025 cash bonus payouts

    | •NEO’s skills, experience, and time in role •NEO’s expected future contributions •Company performance | •Market alignment •Designing the majority of NEO pay to be at-risk or variable •Average annual share burn |

  164. Fiscal 2025 cash bonus payouts

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  165. Fiscal 2025 equity incentives

    Fiscal 2025 equity incentives Following its review of the median of our peer group market data for each pay component and total direct compensation, and after consultation with Pearl Meyer, the Compensation Committee approved the following long-term incentive target amounts for fiscal 2025 versus the prior year, rounded to the nearest thousand:

  166. Fiscal 2025 equity incentives

    | NEO | Fiscal 2024 Long-Term Incentive Targets ($) | Fiscal 2025 Long-Term Incentive Targets ($) | | Robert P. Mauch* | 6,000,000 | 12,000,000 | | Steven H. Collis* | 12,500,000 | 6,000,000 | | James F. Cleary | 3,600,000 | 3,800,000 | | Elizabeth S. Campbell | 2,700,000 | 2,900,000 | | Silvana Battaglia | 1,600,000 | 1,700,000 | | * Changes in Mr. Mauch’s and Mr. Collis’s long-term incentive targets for fiscal 2025 reflect their respective role changes in connection with the CEO transition. | | |

  167. Fiscal 2025 equity incentives

    Based on the above fiscal 2025 target amounts, the Compensation Committee awarded the following fiscal 2025 annual grants to our NEOs, consisting of 60% in performance share awards and 40% in RSUs:

  168. Fiscal 2025 equity incentives

    | Name | Performance Shares (at Target) (#) | Performance Shares Grant Value(1) ($) | RSUs (#) | RSUs Grant Value(1) ($) | | Robert P. Mauch | 29,606 | 7,200,179 | 19,737 | 4,800,038 | | Steven H. Collis | 14,803 | 3,600,090 | 9,869 | 2,400,141 | | James F. Cleary | 9,375 | 2,280,000 | 6,250 | 1,520,000 | | Elizabeth S. Campbell | 7,155 | 1,740,096 | 4,770 | 1,160,064 | | Silviana Battaglia | 4,195 | 1,020,224 | 2,797 | 680,230 |

  169. Fiscal 2025 equity incentives

    (1)Amounts in this column represent the grant date fair values of performance shares and RSUs, respectively, shown in accordance with ASC 718, and do not correspond to the actual economic value that may be received by our NEOs upon vesting. For the performance shares, which are subject to performance conditions, we report the value at grant date based upon the probable outcome of such conditions consistent with our estimate of aggregate compensation cost to be recognized over the service period determined under ASC 718, excluding the effect of estimated forfeitures. For this purpose, the probable outcome of the performance shares is assumed to be at target-level attainment. See Note 9 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

  170. Fiscal 2025 equity incentives

    | CEO Equity incentives at target represented approximately 76% of Mr. Mauch’s total target direct compensation. | Other NEOs Equity incentives at target represented approximately 68%, on average, of the total target direct compensation of the other NEOs. | | | |

  171. Fiscal 2025 equity incentives

    We believe that it was appropriate to award this amount of equity incentives to our NEOs as they are in the best position to drive our future results and implement our long-term business strategy. The year-over-year changes to Mr. Mauch’s and Mr. Collis’ compensation reflect their changes in position from fiscal 2024 to fiscal 2025.

  172. Fiscal 2025 equity incentives

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  173. Performance share awards

    Performance share awards Our performance plan is designed to encourage our NEOs to focus on initiatives that promote the achievement of our long-term goals. Performance share awards are granted annually in November and cover a three-year performance period. Performance shares are tied to the attainment of predetermined goals, approved by the Compensation Committee, which it believes are challenging yet attainable and do not encourage excessive risk-taking by management. Specific targets for these goals are disclosed retroactively to avoid the potential for competitive harm. Vesting (or payout of shares) is based on the achievement of specific performance targets at the end of the applicable three-year performance cycle. NEOs have the opportunity to earn a payout of between 0% and 230% of their target performance share award. Consistent with our design in the prior three years and in consideration of feedback received from our shareholders, the Compensation Committee included the following features in our fiscal 2025 performance share awards: 1.A relative TSR modifier with above median performance required for a target payout, as described in more detail below; and 2.A post-vest holding requirement of two years for the CEO, and one year for the other NEOs at the time of grant on 50% of earned performance shares.* * Because our annual grants are made in the first quarter of the fiscal year, this provision applies to our CFO and the NEOs identified from the prior fiscal year.

  174. Fiscal 2025 performance share awards metrics

    Fiscal 2025 performance share awards metrics Consistent with the past three fiscal years, for the fiscal 2025 performance share awards, the Compensation Committee selected the following metrics for the three-year performance period beginning October 1, 2024 and ending September 30, 2027:

  175. Fiscal 2025 performance share awards metrics

    | Metric | Weighting | Rationale | | Compound Annual Adjusted EPS Growth Rate(1) | | Key metric used by management to set business goals and for shareholders to evaluate our financial results. | | Average Annual Adjusted ROIC(2) | | Defined as Adjusted Operating Income/Invested Capital over time; this measure encourages our NEOs to improve shareholder returns by making prudent investments. | | relative TSR Modifier with Above-Median Target (55th Percentile)(3) | +/- 15% | Stock performance relative to companies in the S&P 500 Health Care Providers & Services Industry Index.(4) This measure further aligns NEO incentives with shareholder interests. In the event that Cencora has a negative absolute TSR for the three-year performance period, payout is capped at 100% of target, regardless of whether actual performance is above target for the underlying metrics. |

  176. Fiscal 2025 performance share awards metrics

    (1)Compound Annual Adjusted EPS Growth Rate is the mean annual growth rate of Adjusted EPS from the baseline over the three-year performance period. Adjusted EPS is a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including other definitions and GAAP to non-GAAP reconciliations. For a comprehensive discussion of our GAAP financial results beyond those discussed in Appendix A, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. (2)Average Annual Adjusted ROIC is calculated by taking the average of the Company’s Annual Adjusted ROIC during the three-year performance period. Annual Adjusted ROIC is calculated by dividing after-tax Adjusted Operating Income by invested capital, where invested capital is the 12-month average of accounts receivable, inventories, accounts payable, property and equipment, goodwill, intangible assets, right of use assets, and LIFO reserve (“Invested Capital”). Average Annual Adjusted ROIC is a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including other definitions and GAAP to non-GAAP reconciliations. For a comprehensive discussion of our GAAP financial results beyond those discussed in Appendix A, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. (3)TSR is calculated as share price appreciation (or reduction) over the performance period, including reinvestment of dividends when paid, divided by the share price at the beginning of the period. The value of performance shares awarded will be decreased or increased by up to 15% based on this relative TSR measure.

  177. Fiscal 2025 performance share awards metrics

    | 60 | 2026 Proxy Statement |

  178. Fiscal 2025 performance share awards metrics

    (4)As of September 30, 2025, the S&P 500 Health Care Providers & Services Industry Index included Cencora and the following companies:

  179. Fiscal 2025 performance share awards metrics

    | Cardinal Health, Inc. | Elevance Health, Inc. | McKesson Corporation | | Centene Corporation | HCA Healthcare, Inc. | Molina Healthcare, Inc. | | The Cigna Group | Henry Schein, Inc. | Quest Diagnostics Incorporated | | CVS Health Corporation | Humana Inc. | UnitedHealth Group Incorporated | | DaVita Inc. | Labcorp Holdings Inc. | Universal Health Services, Inc. |

  180. Fiscal 2025 performance share awards metrics

    The Compensation Committee sets the goals for these metrics in consideration of several factors, including the Company’s long-range plan, as approved by the Board, which considers, among other things: the Company’s multi-year operating plans and strategic initiatives; projected business conditions; macroeconomic conditions; and anticipated capital deployment. The Compensation Committee believes that the goals set for the fiscal 2025 performance share awards are challenging but attainable and consistent with our long-range plan. The specific goals for all of our outstanding performance share awards are confidential, competitively sensitive information and are disclosed after the performance period ends.

  181. Fiscal 2023 performance share award (2023-2025 performance period)

    Fiscal 2023 performance share award (2023-2025 performance period) In November 2022, each of our NEOs was granted a performance share award for the three-year performance period beginning on October 1, 2022 and ending September 30, 2025. In November 2025, the Compensation Committee approved the vesting and payout of the fiscal 2023 performance share awards based on the Company’s achievement of a Compound Annual Adjusted EPS Growth Rate of 13.21%, an Average Annual Adjusted ROIC of 20.63%, and a relative TSR performance at the 93rd percentile against the S&P Health Care Providers & Services Industry Index. As shown in the table below, these performance results aggregated to a performance payout of 226.4% of target. Financial results were positively impacted by broad-based performance across multiple business units, strong pharmaceutical utilization trends, growth in specialty product sales to physician practices and health systems and sales of COVID treatments.

  182. Fiscal 2023 performance share award (2023-2025 performance period)

    | Metric | Weighting | Baseline ($) | Threshold (50% Payout Ratio) | Target (100% Payout Ratio) | Maximum (200% Payout Ratio) | Payout Result (%) | | Compound Annual Adjusted EPS Growth Rate(1) | | 11.03 | | | | 200.0 | | Average Annual Adjusted ROIC(2) | | — | | | | 187.6 | | relative TSR Modifier(3) | +/- 15% | — | | | | 115.0 | | | | | Total calculated payout (weighted and modified) | | | 226.4 |

  183. Fiscal 2023 performance share award (2023-2025 performance period)

    (1)Compound Annual Adjusted EPS Growth Rate is the mean annual growth rate of Adjusted EPS from the baseline over the three-year performance period. Adjusted EPS is a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including other definitions and GAAP to non-GAAP reconciliations. For a comprehensive discussion of our GAAP financial results beyond those discussed in Appendix A, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

  184. Fiscal 2023 performance share award (2023-2025 performance period)

    | 2026 Proxy Statement | 61 |

  185. Fiscal 2023 performance share award (2023-2025 performance period)

    (2)Average Annual Adjusted ROIC is calculated by taking the average of the Company’s Annual Adjusted ROIC during the three-year performance period. Annual Adjusted ROIC was calculated by dividing after-tax Adjusted Operating Income by Invested Capital, where invested capital was the 12-month average of accounts receivable, inventories, accounts payable, property and equipment, goodwill, intangible assets, and right of use assets. Average Annual Adjusted ROIC is a non-GAAP financial measure. See Appendix A for additional information regarding non-GAAP financial measures, including other definitions and GAAP to non-GAAP reconciliations. For a comprehensive discussion of our GAAP financial results beyond those discussed in Appendix A, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. (3)A relative TSR modifier was added to our performance share award design beginning with the fiscal 2022 performance share awards. TSR was calculated as share price appreciation (or reduction) over the performance period, including reinvestment of dividends when paid, divided by the share price at the beginning of the period, and measured relative to the TSR of the companies in the S&P 500 Health Care Providers & Services Industry Index during the same period. The value of performance shares awarded was increased by 15% based on the relative TSR measure. Based on our performance, and the respective weighting of each performance metric, the number of shares earned by our NEOs for the fiscal 2023 through fiscal 2025 performance period was calculated as follows:

  186. Fiscal 2023 performance share award (2023-2025 performance period)

    | Weight of compound Annual Adjusted EPS growth metric | | Target share amount | | Metric payout result | | relative TSR modifier result | | Shares earned based on compound Annual Adjusted EPS growth | | Weight of average Annual Adjusted ROIC metric | | Target share amount | | Metric payout result | | relative TSR modifier result | | Shares earned based on average Annual Adjusted ROIC | | | | | | | | | | Total performance shares earned |

  187. Fiscal 2023 performance shares earned (2023-2025 performance period)

    Fiscal 2023 performance shares earned (2023-2025 performance period)

  188. Fiscal 2023 performance shares earned (2023-2025 performance period)

    | NEO | Target Performance Shares (#) | Total Payout Result (%) | | Shares Earned(1) (#) | | Robert P. Mauch | 18,965x | 226.4 | = | 42,944 | | Steven H. Collis | 47,412x | 226.4 | = | 107,361 | | James F. Cleary | 13,276x | 226.4 | = | 30,062 | | Elizabeth S. Campbell | 9,103x | 226.4 | = | 20,613 | | Silvana Battaglia | 5,690x | 226.4 | = | 12,885 |

  189. Fiscal 2023 performance shares earned (2023-2025 performance period)

    (1)As a result of rounding, the total shares earned may vary from a straight calculation of the target number of performance shares times the payout result.

  190. Fiscal 2023 performance shares earned (2023-2025 performance period)

    | 62 | 2026 Proxy Statement |

  191. Fiscal 2023 performance shares earned (2023-2025 performance period)

    Additional benefits and perquisites

  192. Employment agreements

    Employment agreements Employment agreements in effect during fiscal 2025 for our NEOs are described in Executive compensation — employment agreements on page 76. Our standard NEO employment agreements cover termination (including in the event of a change in control) and severance benefits and include non-competition, confidentiality, and related provisions. The employment agreements do not include specified amounts of salary, bonus opportunities, or equity-based compensation for future years.

  193. Employment agreements

    | 2026 Proxy Statement | 63 |

  194. Severance benefits

    Severance benefits We provide severance benefits under specified circumstances to give NEOs a measure of financial security following the loss of employment, to protect the Company from competitive activities after the departure of an NEO, and because we believe that these benefits are important to attract and retain talent in a competitive industry. We will provide severance benefits if we terminate an NEO’s employment without Cause or if an NEO leaves the Company for Good Reason, each as defined in the applicable employment agreement. We do not provide severance benefits if an NEO is terminated for Cause or leaves without Good Reason, in which case, we would only pay the amount of accrued obligations. In fiscal 2023, the Compensation Committee adopted an executive severance policy that applies to any employment or severance agreement that is amended or entered into with an NEO beginning on or after November 9, 2022. Under the terms of the policy, cash-based severance benefits for involuntary terminations must be limited to an amount equal to 2.99 times the NEO’s base salary, plus the NEO’s target annual bonus, unless the employment or severance agreement receives shareholder approval. The Compensation Committee believes that this policy effectively balances the interests of shareholders with the Company’s need to remain competitive in the talent market. The terms of the severance benefits for our NEOs are set out in employment agreements and various plans, which are described in Potential payments upon termination of employment or change in control on page 77. Our equity awards have a “double-trigger” change in control feature, whereby the vesting of equity awards will be accelerated if an NEO’s employment is involuntarily terminated upon or within two years after a change in control (as defined in the applicable equity plan). In the event of a change in control, a shortened performance period, which extends only through the end of the fiscal quarter preceding the change in control, will be used to determine the payout under awards of performance shares. We provide these benefits to offer some financial protection to NEOs following an involuntary loss of employment in connection with a change in control and to enable our NEOs to focus on important business decisions should we be acquired without regard to how the transaction may affect them personally. We believe that this structure provides NEOs with an appropriate incentive to cooperate in completing a change in control transaction. The Board and the Compensation Committee also have discretion under our equity plans to take certain actions in the event of a change in control. These actions include: canceling options that are not exercised within a specified period; cashing out outstanding options; canceling any RSU awards in exchange for the payment of cash, property, or a combination of cash and property equal to the award’s value; or substituting other property (including securities of another entity) for awards granted under our equity plans. In addition, the Compensation Committee has discretion under the AIP to pay the annual cash incentive awards during any fiscal year in which a change in control occurs. If this discretion is exercised, bonus payments would be paid out at target level and/or based on performance for the portion of the fiscal year prior to the change in control event and paid within 75 days of the change in control. Under the employment agreements for our NEOs, if amounts otherwise payable to an NEO in connection with a change in control would constitute excess parachute payments within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Code”), the Company will reduce such payments to an amount that would avoid any excise taxes under Section 4999 of the Code, but only if such reduction would provide the NEO with a greater net after-tax benefit than would no reduction. Additionally, an NEO may receive additional severance if their employment is involuntarily terminated without Cause or such NEO leaves the Company for Good Reason upon or within two years following a change in control. See Potential payments upon termination of employment or change in control on page 77.

  195. Severance benefits

    | 64 | 2026 Proxy Statement |

  196. Severance benefits

    Other compensation policies and practices Stock ownership guidelines Our NEOs must own shares of our Common Stock and/or hold RSUs in an amount equal to a multiple of their base salary. Stock ownership aligns NEOs’ interests with those of our shareholders and provides a continuing incentive for management to focus on long-term growth.

  197. Severance benefits

    | Position | Stock Ownership Guidelines | | Compliance Period | Status at Fiscal 2025 Year End | | CEO | 6 times base salary | | 5 years from date of hire or change in status | Met | | Other NEOs | 3 times base salary | | | |

  198. Severance benefits

    | Equity we consider for purposes of meeting our stock ownership guidelines | Yes | Directly-held shares of our stock and shares held indirectly through a trust Shares held in our Employee Stock Purchase Plan Outstanding time-vested RSUs | No | Stock options Unvested performance shares |

  199. Severance benefits

    Under our executive stock ownership guidelines, our CEO must own shares worth six times his base salary and the other NEOs must own shares worth three times their respective base salaries. NEOs who become subject to the guidelines have five years from the date of hire or change in status, whichever is later, to comply with the ownership requirements, but must retain all options and equity grants until required ownership levels are met. Following its annual review, the Compensation Committee determined that each of the NEOs is in compliance with the guidelines. We have a policy against the hedging and pledging of our securities that is applicable to our executive officers and directors. See page 38 for more information.

  200. Severance benefits

    | 2026 Proxy Statement | 65 |

  201. Severance benefits

    Compensation forfeiture and recoupment (“clawback”) policies

  202. Clawback disclosure policy

    Clawback disclosure policy The Company also has a clawback disclosure policy that applies to all incentive compensation made to any officer (as such term is defined under Section 16 of the Exchange Act) under the Company’s Omnibus Incentive Plan and AIP. Under the policy, if incentive compensation is ever forfeited or required to be repaid by an officer and the underlying event has been publicly disclosed, then we will disclose the aggregate amount forfeited or to be repaid. The disclosure will include a general description of the circumstances giving rise to the clawback and will be made in a document filed publicly with the SEC or posted to a clearly identifiable location on our investor website at investor.cencora.com. The disclosure policy is subject to certain exceptions if such disclosure: (i)would violate an individual’s privacy rights; (ii)would result in or exacerbate existing or threatened litigation; or (iii)is contrary to law or regulation. The policy is administered by the Board, which has exclusive authority to interpret and carry out the policy. Equity award grant practices We have a written policy on equity grants designed to formalize our equity grant practices and ensure that equity awards will generally be made at specified times. Our equity award policy is designed to encourage consistency in practice, but is not intended to and does not limit the authority of the Compensation Committee under our equity incentive plans, including the 2022 Omnibus Incentive Plan. The Compensation Committee generally will review and approve annual equity awards to NEOs and other eligible employees in November of each year, which is near the beginning of our fiscal year. This allows the Compensation Committee to make annual equity awards at the beginning of the relevant performance cycle with the benefit of reviewing results from the immediately preceding performance cycle. We also may make equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion, because of an acquisition or for retention purposes. In accordance with our policy on equity grants and our 2022 Omnibus Incentive Plan, the Compensation Committee has delegated limited authority to our CEO to approve grants to employees that are not designated as Section 16 officers. Such awards may only be made on the first business day of a month. The Compensation Committee must approve any equity awards to our Section 16 officers, including the NEOs. We do not backdate or retroactively grant RSUs. We generally schedule Board and Compensation Committee meetings at least one year in advance and, as noted above, generally make annual equity awards to our NEOs at approximately the same time each year. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions. The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Tax considerations When setting executive compensation, we consider many factors, such as attracting and retaining executives and providing appropriate performance incentives. We also consider the after-tax cost to the Company in establishing executive compensation programs, both individually and in the aggregate, but tax deductibility is not our sole consideration. Section 162(m) of the Code generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer, the next three most highly compensated executive officers as well as certain other officers who were in those positions in years after 2016. As a result, most of the compensation payable to our NEOs in excess of $1 million per person in a year will not be fully deductible.

  203. Clawback disclosure policy

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Robert P. Mauch President and Chief Executive Officer | 2025 | 1,350,000 | 12,000,218 | 4,283,213 | 622,796 | 18,256,227 | | | 2024 | 1,039,959 | 6,000,127 | 2,079,919 | 133,187 | 9,253,192 | | | 2023 | 975,000 | 5,000,227 | 1,607,531 | 115,092 | 7,697,850 | | Steven H. Collis Executive Chairman* | 2025 | 1,000,000 | 6,000,230 | 1,813,000 | 867,005 | 9,680,235 | | | 2024 | 1,464,959 | 12,500,101 | 4,101,886 | 408,225 | 18,475,171 | | | 2023 | 1,400,000 | 12,500,174 | 3,231,550 | 379,516 | 17,511,240 | | James F. Cleary Executive Vice President and Chief Financial Officer | 2025 | 926,137 | 3,800,000 | 1,679,087 | 116,503 | 6,521,727 | | | 2024 | 885,943 | 6,600,508 | 1,417,509 | 100,000 | 9,003,960 | | | 2023 | 795,000 | 3,500,270 | 1,048,605 | 105,498 | 5,449,373 | | Elizabeth S. Campbell Executive Vice President and Chief Legal Officer | 2025 | 769,205 | 2,900,160 | 1,394,570 | 112,733 | 5,176,668 | | | 2024 | 721,967 | 5,700,587 | 1,155,148 | 91,362 | 7,669,064 | | | 2023 | 670,000 | 2,400,059 | 883,730 | 73,443 | 4,027,232 | | Silvana Battaglia Executive Vice President and Chief Human Resources Officer | 2025 | 664,849 | 1,700,454 | 1,205,372 | 92,718 | 3,663,393 | | | 2024 | 625,984 | 3,600,373 | 1,001,574 | 92,281 | 5,320,212 | | | 2023 | 600,000 | 1,500,116 | 791,400 | 84,790 | 2,976,306 |

  204. Equity awards

    | Year | Summary Compensation Table Total for PEO(1,2) ($) | Compensation Actually Paid to PEO(1,2,3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1,2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1,3) ($) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income ($ millions) | Adjusted EPS ($)(5) | | | | | | | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Fiscal 2025 | 18,256,227 | 33,887,631 | 6,107,344 | 17,774,714 | 341.68 | 143.51 | 1,568 | 16.00 | | Fiscal 2024 | 18,475,171 | 61,395,926 | 7,811,607 | 17,289,060 | 244.03 | 155.91 | 1,519 | 13.76 | | Fiscal 2023 | 17,511,240 | 33,835,589 | 5,086,164 | 8,310,891 | 193.34 | 128.12 | 1,733 | 11.99 | | Fiscal 2022 | 16,735,752 | 26,067,277 | 4,449,340 | 6,444,163 | 143.70 | 118.43 | 1,667 | 11.03 | | Fiscal 2021 | 14,873,815 | 39,787,688 | 4,602,193 | 10,407,833 | 125.20 | 122.56 | 1,545 | 9.26 |

  205. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

  206. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    | | PEO CAP | | Average Non-PEO NEO CAP | | Cencora TSR | | Peer Group TSR |

  207. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    | 86 | 2026 Proxy Statement |

  208. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    Relationship Between PEO and Non-PEO NEO CAP and Net Income The following graph sets forth the relationship between CAP to the PEO, the average CAP to the Non-PEO NEOs, and the Company’s net income during the five most recently completed fiscal years. The Company’s net income increased during fiscal 2021, fiscal 2022, and fiscal 2023, decreased during fiscal 2024 and increased during fiscal 2025. CAP to the PEO and average CAP to the Non-PEO NEOs, however, varied significantly each year and does not align with the Company’s net income results. This is primarily because the Company does not use net income to determine executive compensation opportunities or outcomes. As a result, while the Company is required to include net income as a comparison in the Pay Versus Performance table above and the graph below, we would not necessarily expect to see alignment between our CAP and net income outcomes.

  209. PEO and Average Non-PEO NEO Compensation Actually Paid

    PEO and Average Non-PEO NEO Compensation Actually Paid

  210. PEO and Average Non-PEO NEO Compensation Actually Paid

    PEO and Average Non-PEO NEO Compensation Actually Paid

  211. Will the director nominees be in attendance at the meeting?

    Will the director nominees be in attendance at the meeting? We currently expect all of our director nominees to virtually attend the 2026 Annual Meeting.

  212. Will the director nominees be in attendance at the meeting?

    | 2026 Proxy Statement | 99 |

  213. Will the director nominees be in attendance at the meeting?

    Other information Availability of the annual report on Form 10-K

  214. Will the director nominees be in attendance at the meeting?

    | Copies of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (without exhibits or documents incorporated by reference therein) are available without charge to shareholders by contacting us at: | | Cencora, Inc. Attention: Corporate and Investor Relations Department 1 West First Avenue Conshohocken, Pennsylvania 19428 | | | | 610.727.7000 | | | | investor.cencora.com |

  215. Will the director nominees be in attendance at the meeting?

    Requirements for submission of proxy proposals, nomination of directors and other business of shareholders Shareholder proposals for inclusion in the 2027 proxy statement Shareholder proposals submitted for inclusion in the proxy statement for the 2027 Annual Meeting of Shareholders pursuant to Rule 14a-8 of the Exchange Act must be received in writing at Cencora’s principal executive offices on or before September 24, 2026. All proposals should be submitted, along with proof of ownership of Cencora, Inc. Common Stock in accordance with SEC Rule 14a-8(e)(2), to: Corporate Secretary, Cencora, Inc., 1 West First Avenue, Conshohocken, PA 19428. Shareholder proposals must comply with SEC Rule 14a-8, Delaware law and our Bylaws. Failure to deliver a proposal by these means may result in it not being deemed timely received. Proxy access for the 2027 annual meeting of shareholders The proxy access provisions in our Bylaws allow an eligible shareholder, or group of no more than 20 eligible shareholders, that has maintained continuous ownership of 3% or more of our Common Stock for at least three years to include in our proxy materials for an annual meeting of shareholders a number of director nominees up to the greater of two or 20% of the directors then in office. Our Bylaws set forth such shareholder eligibility requirements, as well as the other procedures that must be followed and the information that must be provided to us. We must receive the required notice and information specified in our Bylaws no earlier than August 25, 2026 and no later than September 24, 2026. Such notice must be addressed to: Corporate Secretary, Cencora, Inc., 1 West First Avenue, Conshohocken, PA 19428. You may obtain a copy of our Bylaws upon request by writing to the Corporate Secretary at our principal executive offices. Shareholder nominations for director election at the 2027 annual meeting of shareholders The advance notice provisions for nomination of directors in our Bylaws allows a shareholder to propose nominees for consideration by the Governance Committee by submitting specified information regarding the proposing shareholder and the proposed nominee, including, without limitation, the name, appropriate biographical information and qualifications of the proposed nominee. To be considered for the 2027 Annual Meeting of Shareholders, the information required under the advance notice provisions of our Bylaws must be delivered to us in writing to: Corporate Secretary, Cencora, Inc., 1 West First Avenue, Conshohocken, PA 19428, no earlier than November 5, 2026 and no later than December 5, 2026. You may obtain a copy of our Bylaws upon request by writing to the Corporate Secretary at our principal executive offices.

  216. Will the director nominees be in attendance at the meeting?

    | 100 | 2026 Proxy Statement |

  217. Will the director nominees be in attendance at the meeting?

    Other information Other shareholder proposals for presentation at the 2027 annual meeting of shareholders Shareholders of record who do not submit a proposal for inclusion in Cencora’s proxy materials under SEC Rule 14a-8, but who instead intend to introduce an item of business at the 2027 Annual Meeting of Shareholders must provide advance written notice to us in accordance with our Bylaws, which set forth the procedures that must be followed and the information that must be provided in order for a shareholder to introduce an item of business at the 2027 Annual Meeting of Shareholders. We must receive written notice of such proposal at our principal executive offices no earlier than November 5, 2026 and no later than December 5, 2026. Such notice should be addressed to Corporate Secretary, Cencora, Inc., 1 West First Avenue, Conshohocken, PA 19428, and must include the information set forth in our Bylaws. You may obtain a copy of our Bylaws upon request by writing to the Corporate Secretary at our principal executive offices. Householding As permitted by the rules of the SEC, we have adopted the procedure of “householding,” whereby we deliver a single set of proxy materials to one address shared by two or more of our registered shareholders. This procedure can result in significant cost savings. We have delivered only one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted registered shareholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the proxy materials to any registered shareholder at the shared address to which a single copy of these documents was delivered.

  218. Will the director nominees be in attendance at the meeting?

    | To make such a request, please contact Broadridge Financial Solutions, Inc. at: | | Broadridge Financial Solutions, Inc. Attention: Householding Department 51 Mercedes Way Edgewood, New York 11717 | | 1.866.540.7095 |

  219. Will the director nominees be in attendance at the meeting?

    If you are a registered shareholder currently sharing an address with another of our registered shareholders and wish to have your future proxy materials householded, or your materials are currently householded and you would prefer to receive separate materials in the future, please make a request to change your householding status, as indicated above. If you hold shares of Common Stock in “street name,” you may revoke your consent to householding by notifying your broker.

  220. Will the director nominees be in attendance at the meeting?

    | 2026 Proxy Statement | 101 |

  221. Will the director nominees be in attendance at the meeting?

    Supplemental information: GAAP to Non-GAAP reconciliation To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), we have presented the following non-GAAP financial measures elsewhere in this proxy statement: (i)adjusted operating income; (ii)adjusted diluted earnings per share (“Adjusted EPS”); (iii)adjusted free cash flow; and (iv)adjusted return on invested capital (“Adjusted ROIC”). The non-GAAP financial measures should be viewed in addition to, and not in lieu of, financial measures calculated in accordance with GAAP. These supplemental measures may vary from, and may not be comparable to, similarly titled measures by other companies. The following is a reconciliation of the identified GAAP financial measures to their most directly comparable non-GAAP financial measures:

  222. Will the director nominees be in attendance at the meeting?

    | | Fiscal Year Ended September 30, 2025 | | | (In Thousands, Except Per Share Data) | Operating Income ($) | Diluted Earnings Per Share ($) | | GAAP | 2,628,601 | 7.96 | | Gains from antitrust litigation settlements | (236,372) | (0.97) | | LIFO credit | (76,876) | (0.32) | | Turkey highly inflationary impact | 49,571 | 0.20 | | Acquisition-related intangibles amortization | 553,028 | 2.26 | | Litigation and opioid-related expenses | 60,671 | 0.25 | | Acquisition-related deal and integration expenses | 291,044 | 1.34 | | Restructuring and other expenses | 229,422 | 0.95 | | Impairment of assets, including goodwill | 723,884 | 4.20 | | Gain on equity method investment 1 | — | (0.20) | | Loss on divestiture of non-core businesses | — | 0.18 | | Other, net | — | (0.02) | | Tax reform 2 | — | 0.17 | | Adjusted non-GAAP | 4,222,973 | 16.00 |

  223. Will the director nominees be in attendance at the meeting?

    (1)Represents the Company’s portion of an equity method investment’s gain on the sale of a business. (2)Tax reform includes the foreign currency remeasurement of Swiss deferred tax assets arising from 2020 Swiss tax reform and the amortization of those deferred tax assets. In addition, for the fiscal year ended September 30, 2025, adjusted free cash flow of $2,970.8 million consisted of net cash provided by operating activities of $3,875.1 million, minus capital expenditures of $668.0 million and the gains from antitrust litigation settlements of $236.4 million. The non-GAAP financial measures are presented because management uses non-GAAP financial measures to: •evaluate the Company’s operating performance; •perform financial planning; and

  224. Will the director nominees be in attendance at the meeting?

    | 102 | 2026 Proxy Statement |

  225. Will the director nominees be in attendance at the meeting?

    •determine incentive compensation. Therefore, the Company believes that the presentation of non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors. Any adjustments to arrive at our non-GAAP financial results, including for litigation costs, are made based on pre-determined criteria and principles. The presented non-GAAP financial measures exclude items that management does not believe reflect the Company’s core operating performance because such items are outside the control of the Company or are inherently unusual, non-operating, unpredictable, non-recurring, or non-cash. Adjustments are reviewed by the Audit Committee of the Board of Directors prior to disclosure in a quarterly earnings release. We have included the following non-GAAP earnings-related financial measures in this proxy statement: Adjusted operating income Adjusted operating income is a non-GAAP financial measure that excludes: •gains from antitrust litigation settlements; •LIFO credit; •Turkey highly inflationary impact; •acquisition-related intangibles amortization; •litigation and opioid-related expenses; •acquisition-related deal and integration expenses; •restructuring and other expenses; and •goodwill impairment. Gains from antitrust litigation settlements, LIFO credit, and Turkey highly inflationary impact are excluded because the Company cannot control the amounts recognized or timing of these items. Acquisition-related intangibles amortization is excluded because it is a non-cash item and does not reflect the operating performance of the acquired companies. We exclude acquisition-related deal and integration expenses and restructuring and other expenses that relate to unpredictable and/or non-recurring business activities. We exclude the amount of litigation and opioid-related expenses, net and the impairment of goodwill that are unusual, non-operating, unpredictable, non-recurring or non-cash in nature because we believe these exclusions facilitate the analysis of our ongoing operational performance. Adjusted EPS Adjusted EPS excludes (in each case, net of the tax effect calculated using the applicable effective tax rate for those items): •the per share impact of adjustments, including gains from antitrust litigation settlements; •LIFO credit; •Turkey highly inflationary impact; •acquisition-related intangibles amortization; •litigation and opioid-related expenses; •acquisition-related deal and integration expenses; •restructuring and other expenses; •impairment of assets, including goodwill; •gain on equity method investment; •loss on divestiture of non-core businesses; •other, net; and •tax reform. 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.

  226. Will the director nominees be in attendance at the meeting?

    | 2026 Proxy Statement | 103 |

  227. Will the director nominees be in attendance at the meeting?

    Adjusted free cash flow Adjusted free cash flow is a non-GAAP financial measure defined as net cash provided by operating activities, excluding significant unpredictable or non-recurring cash payments or receipts relating to legal settlements, minus capital expenditures. Adjusted free cash flow is used internally by management for measuring operating cash flow generation and setting performance targets and has historically been used as one of the means of providing guidance on future cash flows. Average annual adjusted ROIC Average Annual Adjusted ROIC is calculated by taking the average of the Company’s Annual Adjusted ROIC during the three-year performance period. Annual Adjusted ROIC is calculated by dividing after-tax Adjusted Operating Income by invested capital, where invested capital is the 12-month average of accounts receivable, inventories, accounts payable, property and equipment, goodwill, intangible assets, right of use assets and LIFO reserve (“Invested Capital”). Average Annual Adjusted ROIC is a non-GAAP financial measure.

  228. Will the director nominees be in attendance at the meeting?

    | 104 | 2026 Proxy Statement |