Cencora Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On August 1, 2024, Cencora, Inc. (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with Walgreens Boots Alliance Holdings LLC (the “Selling Stockholder”), pursuant to which the Company agreed to repurchase 1,039,242 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), directly from the Selling Stockholder (the “Repurchase”). The price per share paid by the Company is equal to the price per share at which the Selling Stockholder sold shares of Common Stock pursuant to the Rule 144 Sale (as defined below). The Repurchase was consummated on August 5, 2024. The aggregate price paid by the Company in the Repurchase was approximately $250 million. The Repurchase was made under the Company’s share repurchase program and the repurchased shares will be held in treasury.
The foregoing description of the Share Repurchase Agreement is qualified in its entirety by reference to the full text of the Share Repurchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01. Other Events.
On August 1, 2024, the Selling Stockholder sold 3,398,929 shares of Common Stock under Rule 144 of the Securities Act of 1933 (the “Rule 144 Sale”). After giving effect to the impact of the Rule 144 Sale and the Repurchase, the Selling Stockholder owns 19,980,000 shares of Common Stock, which represents approximately 10.2% of the 196,007,584 total outstanding shares of Common Stock of the Company (based on 197,046,826 shares of Common Stock outstanding as of July 26, 2024, less the 1,039,242 shares of Common Stock repurchased in the Repurchase).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
Description | |
| 10.1 | Share Repurchase Agreement, dated as of August 1, 2024, by and between Cencora, Inc. and Walgreens Boots Alliance Holdings LLC. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cencora, Inc. | |||
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| August 5, 2024 | By: | /s/ James F. Cleary | |
| Name: | James F. Cleary | ||
| Title: | Executive Vice President and Chief Financial Officer | ||