Cencora, Inc.
A large pharmaceutical distributor that moves branded, generic, and over-the-counter medicines from drugmakers to hospitals, retail pharmacies, and long-term care facilities around the world. The company was born from the 2001 merger of two drug wholesalers, AmeriSource Health and Bergen Brunswig, and kept the combined name AmerisourceBergen until August 2023, when it rebranded as Cencora to signal its global reach. A telling detail: its old name simply stitched the two founding companies' names together.
Item 4 is amended and supplemented as follows by adding the following: Settlement of the May 2023 Transactions WBA Holdings has settled portions of four existing variable pre-paid forward sale contracts (each, a "May 2023 Transaction" and, collectively, the "May 2023 Transactions") entered into on May 11, 2023, with each of Bank of America, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the "VPF Financial Institutions") in accordance with their terms. The May 2023 Transactions obligated WBA Holdings to deliver to the VPF Financial Institutions in the aggregate up to 4,590,000 shares of Common Stock or, at WBA Holdings' election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock, and entitled WBA Holdings to potentially receive an additional cash payment in respect of each valuation date of the relevant May 2023 Transaction, depending on such Common Stock price. In exchange for assuming these obligations, on or about the date of entering into the May 2023 Transactions, WBA Holdings received cash payments from the VPF Financial Institutions in an aggregate amount of approximately $644.3 million. WBA Holdings also pledged 4,590,000 shares of Common Stock in the aggregate to the VPF Financial Institutions or their respective affiliates to secure its obligations under the May 2023 Transactions. The May 2023 Transactions were previously disclosed in Amendment No. 12 to this Schedule 13D. The portion of each May 2023 Transaction being reported herein matured over five valuation dates from June 2, 2025, to June 6, 2025 in accordance with their terms. WBA Holdings delivered in the aggregate 765,000 shares of Common Stock to the VPF Financial Institutions one settlement cycle following each valuation date, and the VPF Financial Institutions paid WBA Holdings an aggregate of approximately $34.0 million in respect of such valuation dates. As a result of such settlements, WBA's ownership of the shares of outstanding Common Stock has, as of the settlement date for the final valuation date reported herein, fallen below 5%. While settlement of the May 2023 Transactions is ongoing, because at this time each Reporting Person's beneficial ownership is no longer more than 5%, no further amendments to this schedule regarding settlement will be made. All existing commercial agreements between WBA and the Issuer (including the US pharmaceutical distribution agreement) remain in full force and effect in accordance with their respective terms.
Item 4 is amended and supplemented as follows by adding the following: Settlement of the May 2023 Transactions WBA Holdings has settled portions of four existing variable pre-paid forward sale contracts (each, a "May 2023 Transaction" and, collectively, the "May 2023 Transactions") entered into on May 11, 2023, with each of Bank of America, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the "VPF Financial Institutions") in accordance with their terms. The May 2023 Transactions obligated WBA Holdings to deliver to the VPF Financial Institutions in the aggregate up to 4,590,000 shares of Common Stock or, at WBA Holdings' election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock, and entitled WBA Holdings to potentially receive an additional cash payment in respect of each valuation date of the relevant May 2023 Transaction, depending on such Common Stock price. In exchange for assuming these obligations, on or about the date of entering into the May 2023 Transactions, WBA Holdings received cash payments from the VPF Financial Institutions in an aggregate amount of approximately $644.3 million. WBA Holdings also pledged 4,590,000 shares of Common Stock in the aggregate to the VPF Financial Institutions or their respective affiliates to secure its obligations under the May 2023 Transactions. The May 2023 Transactions were previously disclosed in Amendment No. 12 to this Schedule 13D. The portion of each May 2023 Transaction being reported herein matured over five valuation dates from June 2, 2025, to June 6, 2025 in accordance with their terms. WBA Holdings delivered in the aggregate 765,000 shares of Common Stock to the VPF Financial Institutions one settlement cycle following each valuation date, and the VPF Financial Institutions paid WBA Holdings an aggregate of approximately $34.0 million in respect of such valuation dates. As a result of such settlements, WBA's ownership of the shares of outstanding Common Stock has, as of the settlement date for the final valuation date reported herein, fallen below 5%. While settlement of the May 2023 Transactions is ongoing, because at this time each Reporting Person's beneficial ownership is no longer more than 5%, no further amendments to this schedule regarding settlement will be made. All existing commercial agreements between WBA and the Issuer (including the US pharmaceutical distribution agreement) remain in full force and effect in accordance with their respective terms.
Item 4 is amended and supplemented as follows by adding the following: Settlement of the May 2023 Transactions WBA Holdings has settled portions of four existing variable pre-paid forward sale contracts (each, a "May 2023 Transaction" and, collectively, the "May 2023 Transactions") entered into on May 11, 2023, with each of Bank of America, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the "VPF Financial Institutions") in accordance with their terms. The May 2023 Transactions obligated WBA Holdings to deliver to the VPF Financial Institutions in the aggregate up to 4,590,000 shares of Common Stock or, at WBA Holdings' election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock, and entitled WBA Holdings to potentially receive an additional cash payment in respect of each valuation date of the relevant May 2023 Transaction, depending on such Common Stock price. In exchange for assuming these obligations, on or about the date of entering into the May 2023 Transactions, WBA Holdings received cash payments from the VPF Financial Institutions in an aggregate amount of approximately $644.3 million. WBA Holdings also pledged 4,590,000 shares of Common Stock in the aggregate to the VPF Financial Institutions or their respective affiliates to secure its obligations under the May 2023 Transactions. The May 2023 Transactions were previously disclosed in Amendment No. 12 to this Schedule 13D. The portion of each May 2023 Transaction being reported herein matured over five valuation dates from June 2, 2025, to June 6, 2025 in accordance with their terms. WBA Holdings delivered in the aggregate 765,000 shares of Common Stock to the VPF Financial Institutions one settlement cycle following each valuation date, and the VPF Financial Institutions paid WBA Holdings an aggregate of approximately $34.0 million in respect of such valuation dates. As a result of such settlements, WBA's ownership of the shares of outstanding Common Stock has, as of the settlement date for the final valuation date reported herein, fallen below 5%. While settlement of the May 2023 Transactions is ongoing, because at this time each Reporting Person's beneficial ownership is no longer more than 5%, no further amendments to this schedule regarding settlement will be made. All existing commercial agreements between WBA and the Issuer (including the US pharmaceutical distribution agreement) remain in full force and effect in accordance with their respective terms.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Vanguard Capital Management | 13GPassive | 7.3% | 14.21M | Apr 29, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 26, 2026 |
| Walgreens Boots Alliance Holdings LLC | 13D/AActivist | 4.96% | 9.62M | Jun 9, 2025 |
Item 4 is amended and supplemented as follows by adding the following: Settlement of the May 2023 Transactions WBA Holdings has settled portions of four existing variable pre-paid forward sale contracts (each, a "May 2023 Transaction" and, collectively, the "May 2023 Transactions") entered into on May 11, 2023, with each of Bank of America, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the "VPF Financial Institutions") in accordance with their terms. The May 2023 Transactions obligated WBA Holdings to deliver to the VPF Financial Institutions in the aggregate up to 4,590,000 shares of Common Stock or, at WBA Holdings' election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock, and entitled WBA Holdings to potentially receive an additional cash payment in respect of each valuation date of the relevant May 2023 Transaction, depending on such Common Stock price. In exchange for assuming these obligations, on or about the date of entering into the May 2023 Transactions, WBA Holdings received cash payments from the VPF Financial Institutions in an aggregate amount of approximately $644.3 million. WBA Holdings also pledged 4,590,000 shares of Common Stock in the aggregate to the VPF Financial Institutions or their respective affiliates to secure its obligations under the May 2023 Transactions. The May 2023 Transactions were previously disclosed in Amendment No. 12 to this Schedule 13D. The portion of each May 2023 Transaction being reported herein matured over five valuation dates from June 2, 2025, to June 6, 2025 in accordance with their terms. WBA Holdings delivered in the aggregate 765,000 shares of Common Stock to the VPF Financial Institutions one settlement cycle following each valuation date, and the VPF Financial Institutions paid WBA Holdings an aggregate of approximately $34.0 million in respect of such valuation dates. As a result of such settlements, WBA's ownership of the shares of outstanding Common Stock has, as of the settlement date for the final valuation date reported herein, fallen below 5%. While settlement of the May 2023 Transactions is ongoing, because at this time each Reporting Person's beneficial ownership is no longer more than 5%, no further amendments to this schedule regarding settlement will be made. All existing commercial agreements between WBA and the Issuer (including the US pharmaceutical distribution agreement) remain in full force and effect in accordance with their respective terms. | ||||
| WBA Investments, Inc. | 13D/AActivist | 4.96% | 9.62M | Jun 9, 2025 |
Item 4 is amended and supplemented as follows by adding the following: Settlement of the May 2023 Transactions WBA Holdings has settled portions of four existing variable pre-paid forward sale contracts (each, a "May 2023 Transaction" and, collectively, the "May 2023 Transactions") entered into on May 11, 2023, with each of Bank of America, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the "VPF Financial Institutions") in accordance with their terms. The May 2023 Transactions obligated WBA Holdings to deliver to the VPF Financial Institutions in the aggregate up to 4,590,000 shares of Common Stock or, at WBA Holdings' election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock, and entitled WBA Holdings to potentially receive an additional cash payment in respect of each valuation date of the relevant May 2023 Transaction, depending on such Common Stock price. In exchange for assuming these obligations, on or about the date of entering into the May 2023 Transactions, WBA Holdings received cash payments from the VPF Financial Institutions in an aggregate amount of approximately $644.3 million. WBA Holdings also pledged 4,590,000 shares of Common Stock in the aggregate to the VPF Financial Institutions or their respective affiliates to secure its obligations under the May 2023 Transactions. The May 2023 Transactions were previously disclosed in Amendment No. 12 to this Schedule 13D. The portion of each May 2023 Transaction being reported herein matured over five valuation dates from June 2, 2025, to June 6, 2025 in accordance with their terms. WBA Holdings delivered in the aggregate 765,000 shares of Common Stock to the VPF Financial Institutions one settlement cycle following each valuation date, and the VPF Financial Institutions paid WBA Holdings an aggregate of approximately $34.0 million in respect of such valuation dates. As a result of such settlements, WBA's ownership of the shares of outstanding Common Stock has, as of the settlement date for the final valuation date reported herein, fallen below 5%. While settlement of the May 2023 Transactions is ongoing, because at this time each Reporting Person's beneficial ownership is no longer more than 5%, no further amendments to this schedule regarding settlement will be made. All existing commercial agreements between WBA and the Issuer (including the US pharmaceutical distribution agreement) remain in full force and effect in accordance with their respective terms. | ||||
| Walgreens Boots Alliance, Inc. | 13D/AActivist | 4.96% | 9.62M | Jun 9, 2025 |
Item 4 is amended and supplemented as follows by adding the following: Settlement of the May 2023 Transactions WBA Holdings has settled portions of four existing variable pre-paid forward sale contracts (each, a "May 2023 Transaction" and, collectively, the "May 2023 Transactions") entered into on May 11, 2023, with each of Bank of America, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the "VPF Financial Institutions") in accordance with their terms. The May 2023 Transactions obligated WBA Holdings to deliver to the VPF Financial Institutions in the aggregate up to 4,590,000 shares of Common Stock or, at WBA Holdings' election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock, and entitled WBA Holdings to potentially receive an additional cash payment in respect of each valuation date of the relevant May 2023 Transaction, depending on such Common Stock price. In exchange for assuming these obligations, on or about the date of entering into the May 2023 Transactions, WBA Holdings received cash payments from the VPF Financial Institutions in an aggregate amount of approximately $644.3 million. WBA Holdings also pledged 4,590,000 shares of Common Stock in the aggregate to the VPF Financial Institutions or their respective affiliates to secure its obligations under the May 2023 Transactions. The May 2023 Transactions were previously disclosed in Amendment No. 12 to this Schedule 13D. The portion of each May 2023 Transaction being reported herein matured over five valuation dates from June 2, 2025, to June 6, 2025 in accordance with their terms. WBA Holdings delivered in the aggregate 765,000 shares of Common Stock to the VPF Financial Institutions one settlement cycle following each valuation date, and the VPF Financial Institutions paid WBA Holdings an aggregate of approximately $34.0 million in respect of such valuation dates. As a result of such settlements, WBA's ownership of the shares of outstanding Common Stock has, as of the settlement date for the final valuation date reported herein, fallen below 5%. While settlement of the May 2023 Transactions is ongoing, because at this time each Reporting Person's beneficial ownership is no longer more than 5%, no further amendments to this schedule regarding settlement will be made. All existing commercial agreements between WBA and the Issuer (including the US pharmaceutical distribution agreement) remain in full force and effect in accordance with their respective terms. | ||||
| BlackRock, Inc. | 13G/APassive | 8.5% | 16.41M | Jan 31, 2025 |