UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~June~~December 3031, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO___________

Commission file number 1-16671

CENCORA, INC.

(Exact name of registrant as specified in its charter)

Delaware

23-3079390

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

1 West First Avenue

Conshohocken,

19428-1800

(Address of principal executive offices)

(Zip Code)

(610) 727-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	COR	New York Stock Exchange	(NYSE)
2.875% Senior Notes due 2028	COR28	New York Stock Exchange	(NYSE)
3.625% Senior Notes due 2032	COR32	New York Stock Exchange	(NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The number of shares of common stock of Cencora, Inc. outstanding as of ~~July~~January 31, ~~2025~~2026 was ~~193~~194,~~877~~530,~~881~~682.

Table of Contents

CENCORA, INC.

TABLE OF CONTENTS

			Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024			4
Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025			4
Consolidated Statements of Operations for the three and nine months ended June 30, 2025 and 2024			5
Consolidated Statements of Operations for the three months ended December 31, 2025 and 2024			5
Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2025 and 2024			6
Consolidated Statements of Comprehensive Income for the three months ended December 31, 2025 and 2024			6
Consolidated Statements of Changes in Stockholders' Equity for the three and nine months ended June 30, 2025 and 2024			7
Consolidated Statements of Changes in Stockholders’ Equity for the three months ended December 31, 2025 and 2024			7
Consolidated Statements of Cash Flows for the nine months ended June 30, 2025 and 2024			9
Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024			8
Notes to Consolidated Financial Statements			109
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2524
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3735
Item 4. Controls and Procedures			3735
Part II. OTHER INFORMATION
Item 1. Legal Proceedings			3836
Item 1A. Risk Factors			3836
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3836
Item 3. Defaults Upon Senior Securities			3836
Item 4. Mine Safety Disclosures			3836
Item 5. Other Information			3836
Item 6. Exhibits			4037
SIGNATURES			4138

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). These forward-looking statements may include, without limitation, statements regarding our financial position, business strategy and the plans and objectives of management for our future operations; future liabilities and other obligations; anticipated trends and prospects in the industries in which our business operates; new products, services and related strategies; and capital allocation, including share repurchases and dividends. These statements may constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as "“aim,"” "“anticipate,"” "“believe,"” "“can,"” "“continue,"” "“could,"” "“estimate,"” "“expect,"” "“intend,"” "“may,"” "“might,"” "“on track,"” "“opportunity,"” "“plan,"” "“possible,"” "“potential,"” "“predict,"” "“project,"” "“seek,"” "“should,"” "“strive,"” "“sustain,"” "“synergy,"” "“target,"” "“will,"” "“would"” and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements reflect management’s current views with respect to future events, subject to uncertainty and changes in circumstances, and are based on assumptions as of the date of this Quarterly Report on Form 10-Q. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors that could have a material adverse effect on our financial condition, liquidity, results of operations or future prospects or that could cause actual results, performance or achievements to differ materially from our expectations include, but are not limited to:

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

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

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

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

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

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

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

•our ability to manage and complete divestitures;

•our ability to effectively manage our growth;

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

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

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

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

•~~our~~unfavorable ~~ability~~trends ~~to respond to changes or uncertainty~~ in ~~the~~brand ~~geopolitical policies of countries~~ and ~~regions~~generic inpharmaceutical ~~which we do business~~pricing, including ~~with~~the ~~respect~~rate ~~to trade policies~~ or ~~tariffs,~~frequency ~~which can disrupt our global operations, as well as the operations~~ of ~~our~~price ~~customers~~inflation ~~and~~or ~~suppliers~~deflation;

•~~unfavorable~~changes ~~trends~~ in ~~brand~~the U.S. healthcare and ~~generic~~regulatory ~~pharmaceutical~~environment, including changes that could impact vaccine and prescription drug coverage, reimbursement, pricing, distribution, and contracting, as well as other regulatory changes from the Executive Branch, including inexecutive ~~rate~~orders, orand ~~frequency~~resulting offrom ~~price~~the ~~inflation~~One orBig ~~deflation~~Beautiful Bill Act (“OBBBA”);

•~~changes in~~ the ~~United~~bankruptcy, ~~States healthcare and regulatory environment~~insolvency, ~~including~~or ~~changes~~other ~~that~~credit ~~could~~failure ~~impact~~of ~~prescription~~a ~~drug~~significant ~~reimbursement~~supplier ~~under~~or ~~Medicare and Medicaid and declining reimbursement rates for pharmaceuticals~~customer;

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

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

•continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances;

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•~~uncertainties~~our ~~associated~~ability ~~with~~to ~~litigation,~~comply ~~including~~with ~~the~~increasing ~~outcome of any legal or~~ governmental ~~proceedings that may be instituted against us, continued prosecution or suit by federal and state governmental entities and other parties of alleged violations of laws and~~ regulations regarding ~~controlled~~the ~~substances,~~pharmaceutical ~~and~~supply ~~any related disputes~~chain;

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

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

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

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

•our ability to protect our reputation;

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

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

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

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements (Unaudited)

CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

~~June~~December 3031,2025

September 30,~~2024~~2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

21,~~231~~753,~~852~~122

34,~~132~~356,~~648~~138

Accounts receivable, less allowances for returns and credit losses:$1,592,657 as of June 30, 2025 and $1,308,018 as of September 30, 2024

24,561,733

23,871,815

Accounts receivable, less allowances for returns and credit losses:December 31, 2025 - $1,835,167; September 30, 2025 - $1,796,172

25,979,920

25,225,299

Inventories

2024,~~137~~078,~~849~~494

1820,~~998~~492,~~833~~480

Right to recover assets

1,~~431~~661,~~363~~822

1,~~175~~625,~~871~~817

Prepaid expenses and other

~~451~~678,~~364~~218

~~538~~539,~~646~~339

Total current assets

4854,~~814~~151,~~161~~576

4752,~~717~~239,~~813~~073

Property and equipment, net

2,~~431~~450,~~376~~799

2,~~181~~539,~~410~~076

Goodwill

1413,~~326~~730,~~057~~761

913,~~318~~676,~~027~~520

Other intangible assets

3,~~929~~678,~~054~~727

43,~~001~~774,~~046~~181

Deferred income taxes

~~228~~206,~~287~~821

~~246~~208,~~348~~810

Other assets

4,~~227~~142,~~970~~530

34,~~637~~152,~~023~~452

TOTAL ASSETS

7378,~~956~~361,~~905~~214

6776,~~101~~590,~~667~~112

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

5156,~~043~~063,~~874~~820

5054,~~942~~719,~~162~~761

Accrued expenses and other

2,~~717~~726,~~373~~043

2,~~758~~982,~~560~~993

Short-term debt

~~196~~342,~~787~~276

~~576~~117,~~331~~785

Total current liabilities

5359,~~958~~132,~~034~~139

5457,~~277~~820,~~053~~539

Long-term debt

87,~~043~~579,~~699~~459

37,~~811~~542,~~745~~988

Accrued income taxes

~~306~~351,~~297~~490

~~291~~337,~~796~~631

Deferred income taxes

1,~~614~~635,~~723~~670

1,~~643~~620,~~746~~724

Accrued litigation liability

43,~~284~~868,~~602~~883

43,~~296~~881,~~902~~283

Other liabilities

3,~~539~~697,~~659~~605

13,~~993~~639,~~683~~862

Commitments and contingencies (Note 9)

Stockholders’ equity:

Common stock, $0.01 par value - authorized, issued, and outstanding:600,000,000 shares, 297,324,779 shares, and 193,860,959 shares as of June 30, 2025, respectively, and 600,000,000 shares, 296,169,781 shares, and 194,943,968 shares as of September 30, 2024, respectively

2,973

2,962

Common stock, $0.01 par value - authorized, issued, and outstanding:December 31, 2025 - 600,000,000 shares, 298,273,894 shares, and 194,521,885 sharesSeptember 30, 2025 - 600,000,000 shares, 297,401,863 shares, and 193,937,673 shares

2,983

2,974

Additional paid-in capital

6,~~172~~273,~~015~~322

6,~~030~~204,~~790~~302

Retained earnings

6,~~981~~967,~~443~~358

56,~~417~~534,~~139~~227

Accumulated other comprehensive loss

(~~844~~905,~~238~~078)

(~~989~~901,~~118~~378)

Treasury stock, at cost: 103,463,820 shares as of June 30, 2025 and 101,225,813 shares as of September 30, 2024

(10,332,000)

(9,815,835)

Treasury stock, at cost: December 31, 2025 - 103,752,009 shares; September 30, 2025 - 103,464,190 shares

(10,430,257)

(10,332,106)

Total Cencora, Inc. stockholders' equity

1,980,193

645,938

Total Cencora, Inc. stockholders’ equity

1,908,328

1,508,019

Noncontrolling interests

~~229~~187,~~698~~640

~~140~~239,~~804~~066

Total stockholders' equity

2,209,891

786,742

Total stockholders’ equity

2,095,968

1,747,085

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

7378,~~956~~361,~~905~~214

6776,~~101~~590,~~667~~112

See notes to consolidated financial statements.

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CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months endedJune 30,				Nine months endedJune 30,
			Three months endedDecember 31,
(in thousands, except per share data)	~~2025~~		~~2024~~		2025		2024
Revenue	$	~~80,663,532~~	$	~~74,241,353~~	$	~~237~~85,~~604~~932,~~265~~016	$	~~214~~81,~~908~~487,~~493~~060
Cost of goods sold	~~77,756,417~~		~~71,830,576~~		~~229~~82,~~079~~859,~~303~~945		~~207~~78,~~490~~929,~~881~~022
Gross profit	~~2,907,115~~		~~2,410,777~~		83,~~524~~072,~~962~~071		72,~~417~~558,~~612~~038
Operating expenses:
Distribution, selling, and administrative	~~1,672,881~~		~~1,383,206~~		41,~~744~~795,~~976~~289		41,~~170~~472,~~763~~055
Depreciation	~~128,128~~		~~107,940~~		~~362~~134,~~655~~288		~~318~~112,~~348~~712
Amortization	~~125,867~~		~~164,655~~		~~429~~126,~~650~~113		~~496~~165,~~582~~780
Litigation and opioid-related expenses, net	17,974		14,485		46,263		161,553
Litigation and opioid-related (credit) expenses, net					(86,151)		16,765
Acquisition-related deal and integration expenses	~~52,838~~		~~25,758~~		~~190~~78,~~930~~419		6938,~~431~~712
Restructuring and other expenses	41,773		42,257		140,390		152,325
Restructuring and other expenses, net					14,166		45,760
Operating income	867,654		672,476		2,610,098		2,048,610
Impairment of assets, including goodwill					249,498		—
Other (income) loss, net	(110,417)		12,814		(48,997)		33,790
Operating income					760,449		706,254
Interest expense, net	81,794		31,328		213,715		136,022
Other (income) loss, net					(20,600)		57,874
Income before income taxes	896,277		628,334		2,445,380		1,878,798
Interest expense, net					72,409		27,933
Income tax expense	206,528		140,740		544,495		366,991
Income before income taxes					708,640		620,447
Net income	689,749		487,594		1,900,885		1,511,807
Income tax expense					142,514		126,728
Net income attributable to noncontrolling interests	(2,347)		(4,131)		(7,012)		(6,069)
Net income					566,126		493,719
Net income attributable to Cencora, Inc.	$	687,402	$	483,463	$	1,893,873	$	1,505,738
Net income attributable to noncontrolling interests					(6,479)		(5,119)
Net income attributable to Cencora, Inc.					$	559,647	$	488,600
Earnings per share:
Basic	$	~~3.55~~	$	~~2.44~~	$	92.7788	$	72.5652
Diluted	$	~~3.52~~	$	~~2.42~~	$	92.7087	$	72.4950
Weighted average common shares outstanding:
Basic	~~193,822~~		~~198,260~~		~~193~~194,~~794~~219		~~199~~193,~~253~~758
Diluted	~~195,230~~		~~200,047~~		195,~~172~~319		~~201~~195,~~025~~188
Cash dividends declared per share of common stock	$	~~0.55~~	$	~~0.51~~	$	10.6560	$	10.5355

See notes to consolidated financial statements.

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CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three months endedJune 30,

Nine months endedJune 30,

Three months endedDecember 31,

(in thousands)

~~2025~~

~~2024~~

2025

2024

Net income

~~689,749~~

~~487,594~~

1566,~~900,885~~126

1493,~~511,807~~719

Other comprehensive income (loss)

Other comprehensive loss

Foreign currency translation adjustments

~~366,974~~

~~(31,116)~~

~~148~~(6,~~546~~828)

~~111~~(424,~~731~~551)

Other, net

~~(139)~~

~~262~~

~~3,674~~(797)

~~189~~3,613

Total other comprehensive income (loss)

366,835

(30,854)

152,220

111,920

Total other comprehensive loss

(7,625)

(420,938)

Total comprehensive income

~~1,056,584~~

~~456,740~~

2558,~~053,105~~501

172,~~623,727~~781

Comprehensive (income) loss attributable to noncontrolling interests

~~(11,582)~~

~~7,842~~

(141,~~352~~896)

5,~~449~~313

Comprehensive income attributable to Cencora, Inc.

~~1,045,002~~

~~464,582~~

2556,~~038,753~~605

178,~~629,176~~094

See notes to consolidated financial statements.

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CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'’ EQUITY

(Unaudited)

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
March 31, 2025	$	2,972	$	6,142,056	$	6,401,534	$	(1,201,838)	$	(10,331,887)	$	166,962	$	1,179,799
September 30, 2025	$	2,974	$	6,204,302	$	6,534,227	$	(901,378)	$	(10,332,106)	$	239,066	$	1,747,085
Net income	—		—		~~687~~559,~~402~~647		—		—		26,~~347~~479		~~689~~566,~~749~~126
Other comprehensive income	—		—		—		357,600		—		9,235		366,835
Other comprehensive loss	—		—		—		(3,042)		—		(4,583)		(7,625)
Cash dividends, $0.55 per share	—		—		(107,493)		—		—		—		(107,493)
Cash dividends, $0.60 per share	—		—		(126,516)		—		—		—		(126,516)
Exercises of stock options	1		67,~~834~~597		—		—		—		—		67,~~835~~598
Share-based compensation expense	—		2366,~~184~~054		—		—		—		—		2366,~~184~~054
Purchases of common stock	—		—		—		—		3		—		3
Employee tax withholdings related to restricted share vesting	—		—		—		—		(98,151)		—		(98,151)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(116)		—		(116)
Acquisitions	—		1,316		—		(658)		—		(53,322)		(52,664)
Acquisition	—		—		—		—		—		51,154		51,154
Other, net	8		(5,947)		—		—		—		—		(5,939)
Other, net	—		(59)		—		—		—		—		(59)
December 31, 2025	$	2,983	$	6,273,322	$	6,967,358	$	(905,078)	$	(10,430,257)	$	187,640	$	2,095,968
June 30, 2025	$	2,973	$	6,172,015	$	6,981,443	$	(844,238)	$	(10,332,000)	$	229,698	$	2,209,891

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
March 31, 2024	$	2,959	$	5,953,642	$	5,133,770	$	(1,260,288)	$	(8,746,941)	$	143,880	$	1,227,022
September 30, 2024	$	2,962	$	6,030,790	$	5,417,139	$	(989,118)	$	(9,815,835)	$	140,804	$	786,742
Net income	—		—		~~483~~488,~~463~~600		—		—		45,~~131~~119		~~487~~493,~~594~~719
Other comprehensive loss	—		—		—		(18410,~~881~~506)		—		(1110,~~973~~432)		(30420,~~854~~938)
Cash dividends, $0.51 per share	—		—		(102,531)		—		—		—		(102,531)
Cash dividends, $0.55 per share	—		—		(110,888)		—		—		—		(110,888)
Exercises of stock options	21		128,~~929~~107		—		—		—		—		128,~~931~~108
Share-based compensation expense	—		2270,~~178~~384		—		—		—		—		2270,~~178~~384
Purchases of common stock	—		—		—		—		(~~555~~388,~~510~~111)		—		(~~555~~388,~~510~~111)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(3573,963)		—		(3573,963)
Other, net	—8		~~452~~(2,990)		—		—		—		(~~744~~169)		(~~292~~3,151)
June 30, 2024	$	2,961	$	5,989,201	$	5,514,702	$	(1,279,169)	$	(9,302,486)	$	135,294	$	1,060,503
December 31, 2024	$	2,971	$	6,106,291	$	5,794,851	$	(1,399,624)	$	(10,277,909)	$	135,322	$	361,902

See notes to consolidated financial statements.

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CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS' EQUITY~~FLOWS

(Unaudited)

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
	Three months endedDecember 31,
September 30, 2024	$	2,962	$	6,030,790	$	5,417,139	$	(989,118)	$	(9,815,835)	$	140,804	$	786,742
(in thousands)	2025		2024
Net income	—		—		1,893,873		—		—		7,012		1,900,885
OPERATING ACTIVITIES
Other comprehensive income	—		—		—		144,880		—		7,340		152,220
Net income	$	566,126	$	493,719
Cash dividends, $1.65 per share	—		—		(329,569)		—		—		—		(329,569)
Adjustments to reconcile net income to net cash used in operating activities:
Exercises of stock options	3		22,610		—		—		—		—		22,613
Depreciation, including amounts charged to cost of goods sold	135,247		113,629
Share-based compensation expense	—		122,020		—		—		—		—		122,020
Amortization, including amounts charged to interest expense	129,024		167,843
Purchases of common stock	—		—		—		—		(438,491)		—		(438,491)
Provision for credit losses	13		3,871
Employee tax withholdings related to restricted share vesting	—		—		—		—		(77,674)		—		(77,674)
Provision (benefit) for deferred income taxes	14,362		(5,077)
Acquisitions	—		—		—		—		—		74,711		74,711
Share-based compensation expense	66,054		70,384
Other, net	8		(3,405)		—		—		—		(169)		(3,566)
LIFO credit	(77,562)		(7,324)
June 30, 2025	$	2,973	$	6,172,015	$	6,981,443	$	(844,238)	$	(10,332,000)	$	229,698	$	2,209,891
Türkiye highly inflationary impact	8,723		7,666
Impairment of assets, including goodwill	249,498		—
Adjustments to RCA equity units	42,137		—
Loss on divestiture of businesses	—		35,539
Gain on remeasurement of equity investment	(10,501)		(3,480)
Gain on sale of assets	(35,816)		—
Other, net	6,726		7,047
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable	(830,752)		(974,256)
Inventories	(3,519,839)		(1,655,165)
Prepaid expenses and other assets	(14,386)		70,310
Accounts payable	1,307,868		(654,165)
Accrued expenses	(328,365)		(338,130)
Income taxes payable and other liabilities	(13,726)		(51,193)
NET CASH USED IN OPERATING ACTIVITIES	(2,305,169)		(2,718,782)
INVESTING ACTIVITIES
Capital expenditures	(119,376)		(105,893)
Cost of acquired companies, net of cash acquired	(219,686)		(9,015)
Proceeds from sale of assets	43,057		—
Cost of equity investments	(10,710)		(182,014)
Non-customer note receivable	—		(34,814)
Other, net	7,400		(11,303)
NET CASH USED IN INVESTING ACTIVITIES	(299,315)		(343,039)
FINANCING ACTIVITIES
Loan and senior notes borrowings	107,720		1,806,028
Loan repayments	(131,709)		(44,950)
Borrowings under revolving and securitization credit facilities	23,791,590		15,454,257
Repayments under revolving and securitization credit facilities	(23,501,389)		(13,427,095)
Purchases of common stock	—		(385,471)
Exercises of stock options	7,598		8,108
Cash dividends on common stock	(126,516)		(110,888)
Employee tax withholdings related to restricted share vesting	(98,151)		(73,963)
Other, net	(5,939)		(16,876)
NET CASH PROVIDED BY FINANCING ACTIVITIES	43,204		3,209,150
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(24,576)		(50,235)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(2,585,856)		97,094
Cash, cash equivalents, and restricted cash at beginning of period	4,394,549		3,297,880
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	1,808,693	$	3,394,974

(in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interests		Total
September 30, 2023	$	2,948	$	5,844,578	$	4,324,187	$	(1,402,607)	$	(8,247,103)	$	144,284	$	666,287
Net income	—		—		1,505,738		—		—		6,069		1,511,807
Other comprehensive income (loss)	—		—		—		123,438		—		(11,518)		111,920
Cash dividends, $1.53 per share	—		—		(315,223)		—		—		—		(315,223)
Exercises of stock options	4		31,556		—		—		—		—		31,560
Share-based compensation expense	—		113,410		—		—		—		—		113,410
Purchases of common stock	—		—		—		—		(995,262)		—		(995,262)
Employee tax withholdings related to restricted share vesting	—		—		—		—		(60,121)		—		(60,121)
Other, net	9		(343)		—		—		—		(3,541)		(3,875)
June 30, 2024	$	2,961	$	5,989,201	$	5,514,702	$	(1,279,169)	$	(9,302,486)	$	135,294	$	1,060,503

See notes to consolidated financial statements.

Table of Contents

CENCORA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months endedJune 30,
(in thousands)	2025		2024
OPERATING ACTIVITIES
Net income	$	1,900,885	$	1,511,807
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, including amounts charged to cost of goods sold	367,582		336,955
Amortization, including amounts charged to interest expense	436,836		502,136
Provision for credit losses	45,514		30,216
Provision (benefit) for deferred income taxes	4,475		(106,076)
Share-based compensation expense	122,020		113,410
LIFO credit	(19,913)		(64,441)
Turkey highly inflationary impact	42,859		44,664
Adjustments to RCA equity units (Note 2)	74,920		—
Loss on divestiture of businesses	35,539		—
(Gain) loss on remeasurement of equity investment	(30,559)		24,752
Gain on divestiture of equity investment	(12,838)		—
Other, net	(29,954)		15,717
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures:
Accounts receivable	(977,608)		(3,085,563)
Inventories	(949,881)		(835,633)
Prepaid expenses and other assets	237,814		159,473
Accounts payable	(61,892)		4,112,542
Accrued expenses	(316,650)		(87,271)
Income taxes payable and other liabilities	(127,446)		(97,896)
Long-term accrued litigation liability	—		(90,486)
NET CASH PROVIDED BY OPERATING ACTIVITIES	741,703		2,484,306
INVESTING ACTIVITIES
Capital expenditures	(418,169)		(304,849)
Cost of acquired companies, net of cash acquired	(4,004,220)		(24,487)
Cost of equity investments	(193,792)		(14,981)
Non-customer note receivable	(34,814)		(50,000)
Other, net	(4,358)		18,106
NET CASH USED IN INVESTING ACTIVITIES	(4,655,353)		(376,211)
FINANCING ACTIVITIES
Senior notes and loan borrowings	4,508,482		688,321
Senior notes and loan repayments	(763,412)		(659,255)
Borrowings under revolving and securitization credit facilities	86,153,436		56,683,347
Repayments under revolving and securitization credit facilities	(86,120,601)		(56,744,334)
Purchases of common stock	(435,471)		(986,388)
Exercises of stock options	22,613		31,560
Cash dividends on common stock	(329,569)		(315,223)
Employee tax withholdings related to restricted share vesting	(77,674)		(60,121)
Other, net	(24,908)		(11,641)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	2,932,896		(1,373,734)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(41,800)		(10,854)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(1,022,554)		723,507
Cash, cash equivalents, and restricted cash at beginning of period	3,297,880		2,752,889
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	2,275,326	$	3,476,396

See notes to consolidated financial statements.

Table of Contents

CENCORA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements present the consolidated financial position, results of operations, and cash flows of Cencora, Inc. and its subsidiaries, including less-than-wholly-owned subsidiaries in which Cencora, Inc. has a controlling financial interest (the "“Company"”), as of the dates and for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("“GAAP"”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring accruals, except as otherwise disclosed herein) considered necessary to present fairly the financial position as of ~~June~~December 3031, 2025 and the results of operations and cash flows for the interim periods ended ~~June~~December 3031, 2025 and 2024 have been included. Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP, but which are not required for interim reporting purposes, have been omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimated amounts. Certain reclassifications have been made to prior-period amounts to conform to the current year presentation.

New Reporting Structure

The Company undertook a strategic review of its business to ensure alignment with its growth priorities and strategic drivers. As a result of this review, beginning in the first quarter of fiscal 2026, the Company reorganized certain business components within its reporting structure. The Company’s revised reporting structure is comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions reportable segment consists of U.S. Human Health (excluding legacy U.S. Consulting Services). The International Healthcare Solutions reportable segment consists of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex. Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services, and the other components of PharmaLex. The Company's previously reported segment results have been revised to conform to its re-aligned reporting structure. Refer to Note 5 and Note 12 for the Company's presentation of goodwill and segment results, respectively, under the new reporting structure.

Restricted Cash

The Company is required to maintain certain cash deposits with banks mainly consisting of deposits restricted under contractual agency agreements and cash restricted by law and other obligations.

The following represents a reconciliation of cash and cash equivalents in the Consolidated Balance Sheets to cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows:

(amounts in thousands)

~~June~~December 3031,2025

September 30,~~2024~~2025

~~June~~December 3031,2024

September 30,~~2023~~2024

(unaudited)

Cash and cash equivalents

21,~~231~~753,~~852~~122

34,~~132~~356,~~648~~138

3,~~306~~224,~~200~~260

23,~~592~~132,~~051~~648

Restricted cash (included in Prepaid Expenses and Other)

4355,~~474~~571

9838,~~596~~411

~~104~~103,~~463~~252

9798,~~722~~596

Restricted cash (included in Other Assets)

—

~~66,636~~—

6567,~~733~~462

6366,~~116~~636

Cash, cash equivalents, and restricted cash

21,~~275~~808,~~326~~693

34,~~297~~394,~~880~~549

3,~~476~~394,~~396~~974

23,~~752~~297,~~889~~880

Recently Adopted Accounting Pronouncements

As of ~~June~~December 3031, 2025, there were no recently-adopted accounting standards that had a material impact on the Company’s financial position, results of operations, cash flows, or notes to the financial statements upon their adoption.

Recently Issued Accounting Pronouncements Not Yet Adopted

In ~~November~~December 2023, the Financial Accounting Standards Board ("“FASB"”) issued ASU No. 2023-0709, ~~"Segment~~“Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures ("“ASU 2023-~~07"~~09”)."” ASU 2023-0709 requires ~~public~~ entities to ~~disclose~~provide ~~significant~~additional ~~segment~~information ~~expenses~~in ontheir antax ~~annual~~rate ~~and~~reconciliation ~~interim basis~~ and toadditional ~~provide in interim periods all~~ disclosures about aincome ~~reportable~~taxes ~~segment's~~paid ~~profit~~by ~~or loss that are currently required annually~~jurisdiction. ASU 2023-0709 is effective for annual ~~periods~~reporting ~~beginning after December 15, 2023 and interim~~ periods ~~within fiscal years~~ beginning after December 15, 2024., ~~Early~~with early adoption is permitted. The guidance should be applied ~~retrospectively~~prospectively, but entities have the option to ~~all~~apply ~~periods~~it ~~presented~~retrospectively infor ~~the~~each ~~financial~~period ~~statements~~presented. The Company ~~has~~is ~~evaluated~~evaluating the impact of adopting this new accounting guidance ~~and its disclosures, which will be included in its Annual Report on Form 10-K for the fiscal year ending September 30, 2025~~.

10In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”).” ASU 2024-03 requires disaggregated disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Expense captions should be disaggregated to include expenses related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 applies to public entities and is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The guidance should be applied prospectively with the option for retrospective application. The Company is evaluating the impact of adopting this new accounting guidance.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")." ASU 2023-09 requires entities to provide additional information in their tax rate reconciliation and additional disclosures about income taxes paid by jurisdiction. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company is evaluating the impact of adopting this new accounting guidance.

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03")." ASU 2024-03 requires disaggregated disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. Expense captions should be disaggregated to include expenses related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 applies to public entities and is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The guidance should be applied prospectively with the option for retrospective application. The Company is evaluating the impact of adopting this new accounting guidance.

Note 2. Acquisition

On January 2, 2025, the Company acquired an 85% interest in Retina Consultants of America ("“RCA"”) for $4,042.0 million in cash, $694.4 million of contingent consideration related to equity units for certain RCA physicians and members of management that retained the remaining 15% interest in RCA, $545.7 million for the settlement of a net receivable resulting from a pre-existing commercial relationship between the Company and RCA, and $393.1 million for contingent consideration payable to the sellers associated with RCA'’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028. The Company funded the cash purchase price through a combination of cash on hand and new debt financing ~~(see Note 6)~~. The Company believes the acquisition of RCA ~~will~~allows ~~allow~~ it to broaden its relationships with community providers and to build on its leadership in specialty pharmaceuticals within its U.S. Healthcare Solutions reportable segment.

As part of the acquisition, certain RCA physicians and members of management retained equity in RCA. The Company evaluated the equity unit arrangements to determine if the contingent payments were part of the purchase price ~~has~~or ~~been~~post-acquisition ~~preliminarily~~compensation ~~allocated~~expense, towhich would be recognized over any future service period. The $694.4 million of contingent consideration for the ~~underlying~~retained ~~assets~~equity ~~acquired~~units ~~and~~was ~~liabilities~~concluded ~~assumed~~to ~~based~~be ~~upon~~a ~~their~~part ~~estimated~~of the purchase price and initially recorded at its fair ~~values~~value at the ~~date~~time of the acquisition inbased on the ~~table~~unit price that ~~follows.~~the ~~The~~Company ~~allocation~~paid asto acquire RCA times the number of ~~June~~equity 30units retained by RCA physicians and members of management, ~~2025~~and represents a Level 3 fair value measurement. The equity units retained by RCA physicians have an embedded option feature that is ~~pending~~a ~~the~~liability ~~finalization~~classified compensation arrangement and is being expensed ratably over a period of ~~working~~1.5 ~~capital~~years. The fair value of the embedded option feature was determined using a Black-Scholes model that included assumptions for the equity unit value, expected life, and volatility and represents a Level 3 fair value measurement. The Company recognized an expense of $42.1 million related ~~account~~to ~~balances~~this embedded option feature and other incentive units granted in connection with the ~~lease~~RCA ~~right~~acquisition in Acquisition-~~of-use~~Related ~~assets~~Deal and ~~liabilities.~~Integration ~~There~~Expenses ~~can~~in beits noConsolidated ~~assurance~~Statement ~~that~~of Operations for the three months ended December 31, 2025. The Company’s estimated ~~amounts~~liability related to these equity units was $857.3 million and $815.2 million as of December 31, 2025 and September 30, 2025, respectively, and is recorded ~~will~~in ~~represent~~Other Liabilities on the ~~final~~Company’s ~~purchase~~Consolidated ~~price~~Balance ~~allocation~~Sheets.

(in thousands)
Consideration
Cash	$	4,042,007
Total estimated contingent consideration	1,087,450
Settlement of a net receivable resulting from a pre-existing commercial relationship	545,738
Estimated fair value of total consideration	$	5,675,195
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	143,312
Accounts receivable	439,594
Inventories	110,564
Prepaid expenses and other	12,866
Property and equipment	173,098
Goodwill	4,806,840
Other intangible assets	178,000
Deferred income taxes	37,911
Other assets	222,283
Total assets acquired	$	6,124,468
Accounts payable	$	72,385
Accrued expenses and other	162,854
Accrued income taxes	4,258
Other liabilities	209,441
Total liabilities assumed	$	448,938
Net assets acquired	$	5,675,530
Total estimated contingent consideration	(1,087,450)
Settlement of a net receivable resulting from a pre-existing commercial relationship	(545,738)
Noncontrolling interest	(335)
Total cash paid	4,042,007
Cash acquired	(143,312)
Net cash paid	$	3,898,695

The $393.1 million of contingent consideration represented an initial estimate for RCA’s achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028 and provides for the potential payment to the sellers of up to $500 million in the aggregate. The fair value of this liability was determined based on a weighted probability of the achievement of these objectives and represents a Level 3 fair value measurement. The Company’s estimated liability related to the achievement of these predefined business objectives is $412.6 million as of December 31, 2025 and September 30, 2025 and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheets.

1210

~~As part of the acquisition, certain RCA physicians and members of management retained equity in RCA.~~ The Company ~~evaluated~~completed the ~~equity unit arrangements to determine if the contingent payments were part of the~~ purchase price orallocation ~~post-acquisition~~as ~~compensation~~of ~~expense~~December 31, ~~which would be recognized over any future service period~~2025. The ~~$694.4~~final ~~million of contingent consideration for the retained equity units was concluded to be a part of the~~ purchase price ~~and~~has ~~initially~~been ~~recorded~~allocated ~~at its fair value at the time of the acquisition based on the unit price that the Company paid~~ to ~~acquire RCA times~~ the ~~number~~underlying ofassets ~~equity~~acquired ~~units retained by RCA physicians~~ and ~~members~~liabilities ofassumed ~~management,~~based ~~and~~upon ~~represents~~their ~~a Level 3 fair value measurement. The equity units retained by RCA physicians have an embedded option feature that is a liability classified compensation arrangement. The~~ estimated ~~initial~~ fair ~~value~~values ofat ~~this embedded option feature is approximately $211 million and will be expensed ratably over a period of 1.5 years. The fair value of~~ the ~~embedded~~date option feature was determined using a Black-Scholes model that included assumptions for expected life and volatility and represents a Level 3 fair value measurement. During the nine months ended June 30, 2025, the Company recognized an additional liability and expense of ~~$74.9 million related to this embedded option feature and other incentive units granted in conjunction with~~ the acquisition ~~of RCA~~ in ~~Acquisition-Related Deal and Integration Expenses in its Consolidated Statement of Operations. The liability and associated future expenses may vary based on~~ the ~~change~~table inthat the estimated fair value. There was no change in the estimated fair value of the liability related to the equity units, which is recorded in Other Liabilities on the Company's Consolidated Balance Sheet, as of June 30, 2025, from the estimated initial fair value.follows:

The $393.1 million of contingent consideration represents an estimate for RCA's achievement of certain predefined business objectives in fiscal 2027 and fiscal 2028 and provides for the potential payment to the sellers of up to $500 million in the aggregate. The fair value of this liability was determined based on a weighted probability of the achievement of these objectives and represents a Level 3 fair value measurement. There was no change in the estimated fair value of the liability related to the achievement of the predetermined business objectives, which is recorded in Other Liabilities on the Company's Consolidated Balance Sheet, as of June 30, 2025.


(in thousands)
Consideration
Cash	$	4,042,007
Total estimated contingent consideration	1,087,450
Settlement of a net receivable resulting from a pre-existing commercial relationship	545,738
Estimated fair value of total consideration	$	5,675,195

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	143,312
Accounts receivable	450,744
Inventories	110,564
Prepaid expenses and other	12,866
Property and equipment	173,098
Goodwill	4,780,042
Other intangible assets	178,000
Deferred income taxes	40,903
Other assets	182,307
Total assets acquired	$	6,071,836

Accounts payable	$	72,385
Accrued expenses and other	163,499
Accrued income taxes	4,258
Other liabilities	156,164
Total liabilities assumed	$	396,306

Net assets acquired	$	5,675,530

Total estimated contingent consideration	(1,087,450)
Settlement of a net receivable resulting from a pre-existing commercial relationship	(545,738)
Noncontrolling interest	(335)
Total cash paid	4,042,007
Cash acquired	(143,312)
Net cash paid	$	3,898,695

The estimated fair value of the trade name acquired is $178.0 million and the estimated useful life is 15 years.

Goodwill reflects the intangible assets that do not qualify for separate recognition. Approximately $1,~~055~~071 million of goodwill resulting from this acquisition is expected to be deductible for income tax purposes.

The Company incurred $65.1 million of acquisition-related costs in connection with this acquisition. These costs ~~are~~were ~~included~~recognized in Acquisition-Related Deal and Integration Expenses in the Company'’s Consolidated Statements of Operations in the fiscal year ended September 30, 2025.

The Company's consolidated results of operations since the acquisition date include RCA revenue of $1.4 billion. RCA's results of operations are included in the U.S. Healthcare Solutions reportable segment within the Company's business segment information (see Note 12).11

Note 3. Variable Interest Entity

The Company has substantial governance rights over Profarma Distribuidora de Produtos Farmacêuticos S.A. ("“Profarma"”) that allow it to direct the activities that significantly impact Profarma’s economic performance. As such, the Company consolidates the operating results of Profarma in its consolidated financial statements. The Company is not obligated to provide future financial support to Profarma.

The following assets and liabilities of Profarma are included in the Company'’s Consolidated Balance Sheets:

(in thousands)

~~June~~December 3031,2025

September 30,~~2024~~2025

Cash and cash equivalents

3727,~~831~~155

5870,~~082~~796

Accounts receivables, net

~~272~~304,~~418~~158

~~236~~260,~~930~~759

Inventories

~~276~~313,~~422~~575

~~259~~303,~~299~~480

Prepaid expenses and other

5154,~~434~~438

6855,~~612~~981

Property and equipment, net

6069,~~487~~570

4965,~~869~~410

Other intangible assets

5453,~~924~~126

5853,~~116~~861

Other long-term assets

9496,~~518~~671

8399,~~765~~519

Total assets

~~848~~918,~~034~~693

~~814~~909,~~673~~806

Accounts payable

~~300~~400,~~031~~242

~~307~~349,~~201~~876

Accrued expenses and other

5677,~~061~~819

5671,~~597~~383

Short-term debt

~~130~~51,~~110~~769

76116,~~308~~361

Long-term debt

7098,~~298~~772

9165,~~246~~390

Deferred income taxes

1411,~~337~~386

1911,~~227~~986

Other long-term liabilities

7072,~~758~~331

6175,~~690~~132

Total liabilities

~~641~~712,~~595~~319

~~612~~690,~~269~~128

Profarma'’s assets can only be used to settle its obligations, and its creditors do not have recourse to the general credit of the Company.

Note 4. Income Taxes

The Company files income tax returns in U.S. federal, state, and various foreign jurisdictions. As of ~~June~~December 3031, 2025, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, of $~~602~~650.31 million ($~~547~~594.0 million, net of federal benefit). If recognized, $~~537~~584.1 million of these tax benefits would have reduced income tax expense and the effective tax rate. Included in this amount is $6274.60 million of interest and penalties, which the Company records in Income Tax Expense in its Consolidated Statements of Operations. In the ~~nine~~three months ended ~~June~~December 3031, 2025, unrecognized tax benefits increased by $579.36 million. ~~Over the next 12 months, the Company does not anticipate any material change in unrecognized tax benefits due to tax authority audit resolutions and the expiration of statutes of limitations.~~

The Company'’s effective tax rates were 2320.01% and 2220.34% for the three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~respectively. The Company's effective tax rates were 22.4%~~ and ~~19.5% for the three and nine months ended June 30,~~ 2024, respectively. The effective tax rates for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 ~~were higher than the U.S. statutory rate primarily due to U.S. state income taxes, offset in part by the benefit of income taxed at rates lower than the U.S. statutory rate~~ and ~~benefits associated with equity compensation. The effective tax rate for the three months ended June 30,~~ 2024 ~~was~~were ~~higher~~lower than the U.S. statutory rate primarily due to ~~U.S. state income taxes, offset in part by~~ the benefit of income taxed at rates lower than the U.S. statutory rate. The effective tax rate for the nine months ended June 30, 2024 was lower than the U.S. statutory rate primarily due to discrete tax benefits associated with foreign valuation allowance adjustments, the benefits of income taxed at rates lower than the U.S. statutory rate, and tax benefits associated with equity compensation, offset in part by U.S. state income taxes.

1412

Note 5. Goodwill and Other Intangible Assets

In connection with the change in the Company's reporting structure described in Note 1, the Company reallocated goodwill from the U.S. Healthcare Solutions reportable segment to Other based on the reporting units that were transferred. The following is a summary of the changes in the carrying value of goodwill, by reportable segment, for the ~~nine~~three months ended ~~June~~December 3031, 2025:

(in thousands)	U. S. Healthcare Solutions		International Healthcare Solutions		~~Total~~Other		Total
Goodwill as of September 30, 2024	$	6,208,522	$	3,109,505	$	9,318,027
Goodwill as of September 30, 2025	$	11,104,990	$	2,571,530	$	—	$	13,676,520
Goodwill recognized in connection with acquisitions	4,806,840		116,567		4,923,407
Reallocated goodwill	(1,421,428)		—		1,421,428		—
Foreign currency translation	863		83,760		84,623
Goodwill recognized in connection with acquisitions	140,945		72,617		—		213,562
Goodwill as of June 30, 2025	$	11,016,225	$	3,309,832	$	14,326,057
Purchase accounting adjustments	1,988		—		—		1,988
Goodwill impairment	—		—		(165,665)		(165,665)
Foreign currency translation	—		4,084		272		4,356
Goodwill as of December 31, 2025	$	9,826,495	$	2,648,231	$	1,256,035	$	13,730,761

InThe ~~the~~ Company's ~~prior~~recorded ~~year fourth quarter,~~ a goodwill impairment of $~~418~~165.07 million ~~was~~related ~~recorded with respect~~ to ~~the PharmaLex reporting unit. As a result,~~ its ~~carrying value was reduced to its fair value~~U.S. ~~Company~~Consulting ~~management~~Services ~~is in the early stages of updating the estimated financial projections for all of its~~ business ~~units,~~that ~~which~~was ~~will~~classified ~~be used~~ as ~~the~~held ~~basis~~ for ~~determining~~sale the fair value of its reporting units and allow the Company to complete its annual impairment testing in the fourth quarter of fiscal 2025. Based on this assessment, the carrying value of the PharmaLex reporting unit could exceed its fair value, resulting in an impairment of goodwill in the fourth quarter of fiscal 2025. The PharmaLex reporting unit had goodwill of $723.9 million as of ~~June~~December 3031, 2025.

The following is a summary of other intangible assets:

June 30, 2025

September 30, 2024

December 31, 2025

September 30, 2025

(in thousands)

Weighted Average Remaining Useful Life

GrossCarryingAmount

AccumulatedAmortization

NetCarryingAmount

GrossCarryingAmount

AccumulatedAmortization

NetCarryingAmount

Indefinite-lived trade names

17,000

—

17,000

—

17,000

Finite-lived:

Customer relationships

1312 years

5,~~291~~232,~~190~~445

(1,~~790~~903,~~549~~803)

3,~~500~~328,~~641~~642

5,~~090~~250,~~864~~912

(1,~~536~~860,~~081~~484)

3,~~554~~390,~~783~~428

Trade names and other

1012 years

1,~~455~~473,~~376~~344

(1,~~043~~140,~~963~~259)

~~411~~333,~~413~~085

1,~~259~~457,~~954~~176

(~~830~~1,~~691~~090,423)

~~429~~366,~~263~~753

Total other intangible assets

6,~~763~~722,~~566~~789

(23,~~834~~044,~~512~~062)

3,~~929~~678,~~054~~727

6,~~367~~725,~~818~~088

(2,~~366~~950,~~772~~907)

43,~~001~~774,~~046~~181

Amortization expense for finite-lived intangible assets was $~~125~~126.91 million and $~~164~~165.78 million in the three months ended ~~June 30, 2025 and 2024, respectively. Amortization expense for finite-lived intangible assets was $429.7 million and $496.6 million in the nine months ended June~~December 3031, 2025 and 2024, respectively. Amortization expense for finite-lived intangible assets is estimated to be $~~557~~399.98 million in fiscal ~~2025~~2026, $~~400~~344.50 million in fiscal ~~2026~~2027, $~~341~~332.52 million in fiscal ~~2027~~2028, $~~329~~317.83 million in fiscal ~~2028~~2029, $~~316~~296.80 million in fiscal ~~2029~~2030, and $2,~~395~~098.35 million thereafter.

1513

Note 6. Debt

Debt consisted of the following:

(in thousands)

~~June~~December 3031,2025

September 30,~~2024~~2025

Multi-currency revolving credit facility due in 2030

—220,000

—

Receivables securitization facility due in 2028

—

Term loan due in 2027

1799,~~298,996~~177

—799,043

Money market facility due in 2027

—

$500,000, 3.250% senior notes due 2025

—

499,738

Working capital credit facility due in 2026

—

$750,000, 3.450% senior notes due 2027

~~747~~748,~~940~~360

~~747~~748,~~308~~150

$500,000, 4.625% senior notes due 2027

497,~~003~~615

—497,309

€500,000, 2.875% senior notes due 2028

~~582~~584,~~556~~652

—583,903

$600,000, 4.850% senior notes due 2029

596,~~401~~804

—596,603

$500,000, 2.800% senior notes due 2030

497,~~022~~327

~~496~~497,~~564~~174

$1,000,000, 2.700% senior notes due 2031

~~993~~994,~~558~~118

~~992~~993,~~718~~838

€500,000, 3.625% senior notes due 2032

~~580~~582,~~439~~335

—581,685

$500,000, 5.125% senior notes due 2034

~~494~~495,~~957~~251

~~494~~495,~~514~~104

$700,000, 5.150% senior notes due 2035

~~694~~695,~~771~~048

—694,909

$500,000, 4.250% senior notes due 2045

495,~~737~~846

495,~~574~~792

$500,000, 4.300% senior notes due 2047

494,~~021~~154

~~493~~494,~~821~~088

Alliance Healthcare debt

6670,~~677~~507

~~286~~1,424

Nonrecourse debt

~~200~~150,~~408~~541

~~167~~181,~~553~~751

Total debt

87,~~240~~921,~~486~~735

47,~~388~~660,~~076~~773

Less current portion of senior notes

—

499,738

Less borrowings outstanding under the multi-currency revolving credit facility

220,000

—

Less Alliance Healthcare current portion

6670,~~677~~507

~~286~~1,424

Less nonrecourse current portion

~~130~~51,~~110~~769

76116,~~307~~361

Long-term debt

87,~~043~~579,~~699~~459

37,~~811~~542,~~745~~988

Multi-Currency Revolving Credit Facility and Commercial Paper Program

The Company had a $2.4.5 billion multi-currency senior unsecured revolving credit facility ("“Multi-Currency Revolving Credit Facility"”) with a syndicate of lenders~~, which was scheduled to expire in October 2029~~. In ~~June~~January ~~2025~~2026, the Company amended and restated the Multi-Currency Revolving Credit Facility to ~~extend the expiration to June 2030 and~~ increase the aggregate amount of the commitments under this facility to $45.5 billion. The Multi-Currency Revolving Credit Facility is scheduled to expire in June 2030. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon the Company’s debt ~~ratings~~rating. The Company pays facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on its debt rating. The Company may choose to repay or reduce its commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which the Company was compliant as of ~~June~~December 3031, 2025. ~~There were no borrowings outstanding under the Multi-Currency Revolving Credit Facility as of June 30, 2025 and September 30, 2024.~~

~~Commercial~~ The ~~Paper~~Company ~~Program~~has a $4.5 billion commercial paper program. The commercial paper program does not increase the Company’s borrowing capacity, and it is fully backed by its Multi-Currency Revolving Credit Facility. The Company may, from time to time, issue short-term promissory notes in an aggregate amount of up to $4.5 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. There were $220.0 million of borrowings outstanding under the commercial paper program as of December 31, 2025 and none outstanding as of September 30, 2025.

The Company has a $3.4 billion commercial paper program, which does not increase its borrowing capacity, that is fully backed by its Multi-Currency Revolving Credit Facility. The Company may, from time to time, issue short-term promissory notes in an aggregate amount of up to $3.4 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. There were no borrowings outstanding under the commercial paper program as of June 30, 2025 and September 30, 2024.14

364-Day Revolving Credit Facility

In November 2024, the Company entered into an agreement pursuant to which it obtained a $1.0 billion senior unsecured revolving credit facility (the "364-Day Revolving Credit Facility") with a syndicate of lenders, which was scheduled

to expire 364 days after the January 2, 2025 closing of the RCA acquisition, the date on which borrowings under this facility became available to the Company. In June 2025, in conjunction with the amendment to the Multi-Currency Revolving Credit Facility, the Company terminated the 364-Day Revolving Credit Facility.

Receivables Securitization Facility

The Company ~~had~~has a $1.45 5 billion receivables securitization facility ("“Receivables Securitization Facility"”), which ~~was~~is scheduled to expire in ~~October~~June ~~2027~~2028. InThe ~~June 2025, the Company amended the~~ Receivables Securitization Facility tohas ~~extend~~an ~~the expiration to June 2028, increase the size of the facility to $1.5 billion, and increase its~~ accordion feature tothat ~~$500 million from $250 million. This accordion feature~~ allows the Company to increase the commitment on the Receivables Securitization Facility by up to $500 million, subject to lender approval. Interest rates are based on prevailing market rates for short-term commercial paper or 30-day Term SOFR, plus a program fee. The Company pays a customary unused fee at prevailing market rates, monthly, to maintain the availability under the Receivables Securitization Facility. The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, with which the Company was compliant as of ~~June~~December 3031, 2025. There were no borrowings outstanding under the Receivables Securitization Facility as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025.

In connection with the Receivables Securitization Facility, AmerisourceBergen Drug Corporation and a specialty distribution subsidiary sell on a revolving basis certain accounts receivable to Amerisource Receivables Financial Corporation, a wholly-owned special purpose entity, which in turn sells a percentage ownership interest in the receivables to financial institutions and commercial paper conduits sponsored by financial institutions. AmerisourceBergen Drug Corporation is the servicer of the accounts receivable under the Receivables Securitization Facility. As sold receivables are collected, additional receivables may be sold up to the maximum amount available under the facility. The Company uses the facility as a financing vehicle because it generally offers an attractive interest rate relative to other financing sources. The Company securitizes its trade accounts, which are generally non-interest bearing, in transactions that are accounted for as borrowings.

Money Market Facility

The Company has an uncommitted, unsecured line of credit available to it pursuant to a money market credit agreement (the "“Money Market Facility"”). ~~The~~that ~~Money~~allows ~~Market Facility provides~~ the Company ~~with the ability~~ to request short-term, unsecured revolving credit loans ~~from time to time~~ in a principal amount not to exceed $~~100~~500 million on or after April 1 and before December 1 of any year and increases to $750 million on or after December 1 and before March 31 of any year. The Money Market Facility may be decreased or terminated by the bank or the Company at any time without prior notice. There were no borrowings outstanding under the Money Market Facility as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025.

Working Capital Credit Facility

InThe ~~July 2025, the~~ Company ~~entered~~has ~~into~~ an uncommitted, unsecured line of credit to support its working capital needs ("“Working Capital Credit Facility"”). The Working Capital Credit Facility provides the Company with the ability to request short-term, unsecured revolving credit loans from time to time in a principal amount not to exceed $500 million. The Working Capital Credit Facility expires in July 2026 and may be decreased or terminated by the bank or the Company at any time without prior notice. There were no borrowings outstanding under the Working Capital Credit Facility as of December 31, 2025 and September 30, 2025.

Multi-Year Term Loan Facility

In January ~~2025~~2026, the Company ~~borrowed~~entered into an agreement pursuant to which it obtained a $1.5 billion ondelayed adraw ~~variable-rate~~senior unsecured term loan facility (~~"Term~~“Multi-Year ~~Loan") that matures in December 2027. The~~ Term Loan ~~was~~Facility”) ~~used~~with ~~to finance~~ a ~~portion~~syndicate of ~~the~~lenders ~~acquisition~~consisting of ~~RCA~~a ~~(see~~$500 million ~~Note~~tranche 2(“Tranche One”). ~~The~~and ~~Term Loan bears interest at~~ a ~~rate~~$1.0 billion ~~equal~~tranche to(“Tranche ~~either~~Two”). anTranche ~~adjusted~~One ~~SOFR~~and ~~plus~~Tranche anTwo ~~applicable~~mature ~~margin~~two oryears anand ~~alternate~~three ~~base~~years, ~~rate~~respectively, ~~plus~~from anFebruary ~~applicable~~2, ~~margin.~~2026, ~~The~~the ~~margins~~date ~~are based~~ on ~~the~~which ~~Company's~~it ~~public~~was ~~debt ratings~~drawn. The ~~Term Loan contains similar covenants to the~~ Multi-~~Currency~~Year ~~Revolving~~Term ~~Credit~~Loan Facility. ~~The~~was ~~Company~~used ~~has the right~~ to ~~prepay~~finance ~~the~~a ~~borrowings~~portion ~~under~~of the ~~Term~~acquisition ~~Loan at any time, in whole or in part and without premium or penalty. Through June 30, 2025, the Company elected to make early principal payments~~ of ~~$200 million~~OneOncology on(see ~~the~~Note ~~Term Loan~~13).

~~Senior~~The ~~Notes~~Multi-Year Term Loan Facility will bear interest at a rate equal to either a Term SOFR rate or a Daily Simple SOFR rate, plus an applicable margin, or an alternate base rate, plus an applicable margin, in each case based on the Company’s public debt ratings. The Company has also agreed to pay a fee that will, commencing on April 1, 2026, accrue at specified rates based on the Company’s public debt ratings, on the daily amount of unused commitments under the Multi-Year Term Loan Facility. The Company has the right to prepay borrowings under the Multi-Year Term Loan Facility at any time, in whole or in part and without premium or penalty. The Company may also choose to reduce its commitments under the Multi-Year Term Credit Facility at any time.

In December 2024, the Company issued $500 million of 4.625% senior notes due in December 2027 (the "2027 Notes"), $600 million of 4.850% senior notes due in December 2029 (the "2029 Notes"), and $700 million of 5.150% senior notes due in February 2035 (the "2035 Notes"). The 2027 Notes were sold at 99.815% of the principal amount with an effective yield of 4.634%. The 2029 Notes were sold at 99.968% of the principal amount with an effective yield of 4.852%. The 2035 Notes were sold at 99.945% of the principal amount with an effective yield of 5.153%. Interest on the 2027 Notes and the 2029 Notes is payable semi-annually in arrears on June 15 and December 15, which began on June 15, 2025. Interest on the 2035 Notes is payable semi-annually in arrears on February 15 and August 15, which began on February 15, 2025. The Company used the proceeds from the 2027 Notes, the 2029 Notes, and the 2035 Notes to finance a portion of the acquisition of RCA.

In364-Day ~~May~~Term ~~2025,~~Loan the Company issued €500 million of 2.875% senior notes due in May 2028 (the "2028 Notes") and €500 million of 3.625% senior notes due in May 2032 (the "2032 Notes"). The 2028 Notes were sold at 99.960% of the principal amount with an effective yield of 2.876%. The 2032 Notes were sold at 99.757% of the principal amount with an effective yield of 3.634%. Interest on the 2028 Notes and the 2032 Notes is payable annually in arrears beginning on May 22, 2026. The Company used the proceeds from the 2028 Notes and the 2032 Notes for general corporate purposes. Facility

17In January 2026, the Company entered into an agreement pursuant to which it obtained a $3.0 billion delayed draw senior unsecured term loan facility (the “364-Day Term Loan Facility”) with a syndicate of lenders, which matures 364 days from February 2, 2026, the date on which it was drawn. The 364-Day Term Loan Facility was used to finance a portion of the acquisition of OneOncology.

~~The~~Interest ~~Company~~on ~~uses~~borrowings ~~foreign~~under ~~currency~~the ~~denominated~~364-Day ~~debt~~Term ~~held~~Loan Facility will accrue at ~~the~~a ~~parent~~rate ~~level~~equal to ~~offset~~either a ~~portion~~Term ofSOFR ~~its~~or ~~foreign~~a ~~currency~~Daily ~~exchange~~Simple ~~rate~~SOFR, ~~exposure~~plus onan ~~its~~applicable ~~net~~margin ~~investments~~or inan ~~Euro-denominated~~alternate ~~subsidiaries.~~base ~~The~~rate ~~Company's~~plus ~~€1.0 billion~~an ofapplicable ~~senior~~margin, ~~notes~~in ~~are~~each ~~designated~~case asbased ~~nonderivative~~on ~~hedging~~the ~~instruments~~Company’s ~~that~~public ~~are~~debt ~~remeasured~~ratings. ~~each~~The ~~reporting~~Company ~~period~~has also agreed to ~~reflect~~pay ~~changes~~a infee ~~the~~that ~~foreign~~will, ~~currency~~commencing ~~exchange~~on ~~spot~~April ~~rate~~1, ~~with~~2026, ~~changes~~accrue ~~since~~at ~~the~~specified ~~last~~rates ~~remeasurement~~based ~~date~~on ~~recorded~~the asCompany’s ~~foreign~~public ~~currency~~debt ~~translation~~ratings, ~~adjustments~~on asthe adaily ~~component~~amount of ~~other~~unused ~~comprehensive~~commitments ~~income/loss~~under the 364-Day Term Loan Facility. The Company ~~recorded~~has ~~losses~~also agreed to pay a duration fee on ~~its~~the ~~nonderivative~~outstanding ~~hedge~~commitment amount as of ~~$53~~May 29, 2026 under the 364-Day Term Loan Facility.~~2 million~~ inThe ~~Foreign~~Company ~~Currency~~also ~~Translation~~has ~~Adjustments~~the inright to prepay borrowings under the ~~Consolidated~~364-Day ~~Statements~~Term ofLoan ~~Comprehensive~~Facility ~~Income~~at any time, in ~~the~~whole ~~three~~or ~~and~~in ~~nine~~part ~~months~~and ~~ended~~without ~~June 30,~~premium ~~2025~~or penalty.

The senior notes discussed above and also illustrated in the above debt table are collectively referred to as the "Notes." Interest on the Notes is payable semiannually in arrears, with the exception of the 2028 Notes and the 2032 Notes, which are paid annually in arrears. Most of the Notes were sold at small discounts to the principal amounts and, therefore, have effective yields that are greater than the stated interest rates in the table above. Costs incurred in connection with the issuance of the Notes were deferred and are being amortized over the terms of the Notes. The indentures governing the Notes contain restrictions and covenants, which include limitations on additional indebtedness; distributions to stockholders; the repurchase of stock and the making of other restricted payments; issuance of preferred stock; creation of certain liens; transactions with subsidiaries and other affiliates; and certain corporate acts such as mergers, consolidations, and the sale of substantially all assets. An additional covenant requires compliance with a financial leverage ratio test. The Company was compliant with all covenants as of June 30, 2025.

In March 2025, the Company's $500 million of 3.250% senior notes matured and was repaid.

Alliance Healthcare Debt

Alliance Healthcare debt is comprised of uncommitted revolving credit facilities in various currencies with various rates. A vast majority of the outstanding borrowings as of December 31, 2025 were held in Türkiye. These facilities are used to fund its working capital needs.

Nonrecourse Debt

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil ~~subsidiary's~~subsidiaries’ cash flows, and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiaries.

Note 7. Stockholders’ Equity and Earnings per Share

In March 2024, the Company'’s Board of Directors authorized a share repurchase program allowing the Company to purchase up to $2.0 billion of its outstanding shares of common stock, subject to market conditions. In the ~~nine~~three months ended ~~June~~December 3031, 2025, the Company ~~purchased~~did ~~1.9~~not ~~million~~purchase any shares of its common stock ~~for a total of $435~~.4 ~~million.~~ As of ~~June~~December 3031, 2025, the Company had $882.2 million of availability under this program.

Basic earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed by dividing net income attributable to Cencora, Inc. by the weighted average number of shares of common stock outstanding, plus the dilutive effect of restricted stock units and stock options during the periods presented.

The following illustrates the components of diluted weighted average shares outstanding for the periods indicated:

Three months endedJune 30,

Nine months endedJune 30,

Three months endedDecember 31,

(in thousands)

~~2025~~

~~2024~~

2025

2024

Weighted average common shares outstanding - basic

~~193,822~~

~~198,260~~

~~193~~194,~~794~~219

~~199~~193,~~253~~758

Dilutive effect of restricted stock units and stock options

~~1,408~~

~~1,787~~

1,~~378~~100

1,~~772~~430

Weighted average common shares outstanding - diluted

~~195,230~~

~~200,047~~

195,~~172~~319

~~201~~195,~~025~~188

The potentially dilutive restricted stock units that were antidilutive for the three months ended ~~June~~December 3031, 2025 were one thousand. There were no potentially dilutive restricted stock units that were antidilutive for the three months ended June 30, 2024. The potentially dilutive restricted stock units that were antidilutive for the nine months ended June 30, 2025 and 2024 were 92183 thousand and ~~110~~272 thousand, respectively.

1816

Note 8. Restructuring and Other Expenses, Net

The following illustrates expenses incurred by the Company relating to Restructuring and Other Expenses, Net for the periods indicated:

	Three months endedJune 30,				Nine months endedJune 30,
			Three months endedDecember 31,
(in thousands)	~~2025~~		~~2024~~		2025		2024
Restructuring and employee severance costs	$	10,408	$	18,840	$	55,066	$	41,865
Restructuring and employee severance costs, net					$	3,678	$	19,555
Business transformation efforts	~~30,205~~		~~20,646~~		8110,~~325~~126		7925,~~096~~074
Other, net	~~1,160~~		~~2,771~~		~~3,999~~362		311,~~364~~131
Total restructuring and other expenses	$	41,773	$	42,257	$	140,390	$	152,325
Total restructuring and other expenses, net					$	14,166	$	45,760

Restructuring and employee severance costs, net in the three ~~and nine~~ months ended ~~June~~December 3031, 2025 primarily included costs associated with workforce reductions, offset in ~~both~~part ofby a gain on the ~~Company's~~sale ~~reportable~~of ~~segments~~a facility. Restructuring and employee severance costs, net in the three ~~and nine~~ months ended ~~June 30~~December 31, 2024 primarily included ~~expenses~~costs ~~incurred~~associated ~~related to facility closures in connection~~ with ~~the Company's office optimization plan and~~ workforce reductions ~~in both of its reportable segments~~.

Business transformation efforts in the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024 included ~~rebranding costs associated with the Company's name change to Cencora and~~ non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives. Business transformation efforts in the three months ended December 31, 2024 also included rebranding costs associated with the Company’s name change to Cencora. The majority of these costs are related to services provided by third-party consultants.

In February 2024, the Company experienced a cybersecurity event where data from its information systems was exfiltrated. In connection with this event, the Company incurred costs that were recorded in Other, net in the above table. The majority of the costs included in Other, net in the nine months ended June 30, 2024 related to this cybersecurity event.

Note 9. Legal Matters and Contingencies

In the ordinary course of its business, the Company becomes involved in lawsuits, administrative proceedings, government subpoenas, government investigations, stockholder demands, and other disputes, including antitrust, commercial, data privacy and security, employment discrimination, intellectual property, product liability, regulatory, and other matters. Significant damages or penalties may be sought from the Company in some matters, and some matters may require years for the Company to resolve. The Company records a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

For those matters for which the Company has not recognized a liability, the Company cannot predict the outcome of their impact on the Company as uncertainty remains, including with regard to whether such matters will proceed to trial, whether settlements will be reached, and the amount and terms of any such settlements. Outcomes may include settlements in significant amounts that are not currently estimable, limitations on the Company'’s conduct, the imposition of corporate integrity agreement obligations, consent decrees, and/or other civil and criminal penalties. From time to time, the Company is also involved in disputes with its customers, which the Company generally seeks to resolve through commercial negotiations. If negotiations are unsuccessful, the parties may litigate the dispute or otherwise attempt to settle the matter.

With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company'’s financial condition.

Opioid Lawsuits and Investigations

A significant number of counties, municipalities, and other governmental entities in a majority of U.S. states and Puerto Rico, as well as numerous states and tribes, filed lawsuits in various federal, state and other courts against pharmaceutical wholesale distributors (including the Company and certain subsidiaries, such as AmerisourceBergen Drug Corporation ("“ABDC"”) and H.D. Smith, LLC ("“H.D. Smith"”)), pharmaceutical manufacturers, retail pharmacy chains, medical practices, and physicians relating to the distribution of prescription opioid pain medications.

Starting in December 2017, more than 2,000 cases were transferred to Multidistrict Litigation ("“MDL"”) proceedings before the United States District Court for the Northern District of Ohio (the "“MDL Court"”). Since then, several cases filed by government and tribal plaintiffs that were selected as bellwether cases in the MDL have been resolved through trial or settlement. Following trial in two consolidated cases in the United States District Court for the Southern District of West Virginia ~~federal~~(the ~~court~~“West Virginia District Court”), the ~~court~~West Virginia District Court entered judgment in favor of the defendants, including the Company. The plaintiffs filed an appeal of the West Virginia District Court’s decision in the United States Court of Appeals for the Fourth Circuit (the “Fourth Circuit”) on August 2, 2022. On October 28, 2025, the Fourth Circuit issued its opinion in the case, vacated the West Virginia District Court’s judgment, and remanded the case back to the West Virginia

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~~defendants,~~District ~~including~~Court for further proceedings consistent with the ~~Company.~~Fourth Circuit’s opinion. The ~~plaintiffs~~West ~~filed~~Virginia anDistrict ~~appeal~~Court ofdirected the ~~court’s~~parties ~~decision~~to onsubmit ~~August~~additional 2,briefing ~~2022,~~and ~~which~~scheduled ~~remains~~a ~~pending~~hearing for March 24, 2026.

On July 21, 2021, the Company announced that it and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement that, if all conditions were satisfied, would result in the resolution of a substantial majority of opioid lawsuits filed by state and local governmental entities. The Distributor Settlement Agreement became effective on April 2, 2022, and as of ~~June~~December 3031, 2025, it included 48 of 49 eligible states (the "“Settling States"”) as well as 99% by population of the eligible political subdivisions in the Settling States. The Distributor Settlement Agreement requires the Company to comply with certain requirements, including the establishment of a clearinghouse that will consolidate data from all three national pharmaceutical distributors. The States of Alabama and West Virginia and their subdivisions and Native American tribes are not a part of the Distributor Settlement Agreement, and the Company has reached separate agreements with those groups.

In Maryland, a trial commenced on September 16, 2024 in a case filed by the Mayor and City Council of Baltimore in the Circuit Court for Baltimore City (the “Baltimore Circuit Court”). On November 12, 2024, the jury returned a verdict finding ABDC (and another national distributor) liable for public nuisance and assessing approximately $274 million total in compensatory damages, approximately $74 million of which was assessed against ABDC. A second phase of the trial began on December 11, 2024 related to the City of Baltimore'’s request for an abatement remedy and proceeded as a bench trial. On June 12, 2025, the Baltimore Circuit Court issued a ruling on the defendants’ post-trial motions relating to the first phase of the trial. The Circuit Court upheld the jury’s finding of liability, but granted the defendants a new trial on the extent of damages to correct certain errors and due to the excessive nature of the jury’s damages award. In the alternative, the Baltimore Circuit Court granted remittitur, through which the Baltimore Circuit Court reduced the compensatory damages assessed against ABDC to approximately $14.4 million. The ~~Court~~Baltimore ~~intends~~Circuit toCourt ~~issue~~issued its ruling ~~in the second phase of the trial~~ regarding the City of Baltimore’s request for abatement byon August 8, 2025, assessing approximately $28 million against ABDC for abatement measures, bringing the overall monetary award assessed against ABDC to approximately $42.4 million. ~~Thereafter~~On August 14, 2025, the City of Baltimore ~~must~~informed ~~elect~~the toBaltimore ~~either~~Circuit Court that it would accept the reduced damages award oras ~~proceed~~reflected ~~with~~in the Baltimore Circuit Court’s post-trial ruling, in lieu of a new trial. ~~The~~On ~~Company~~September is2, ~~evaluating~~2025, ~~next~~the ~~steps~~Baltimore Circuit Court entered final judgment. In October 2025, ~~including~~ABDC (and the other national distributor) filed a ~~possible~~notice of appeal to the Appellate Court of Maryland (the “Maryland Appellate Court”), and the City of Baltimore filed a notice of cross-appeal. In November 2025, both the City of Baltimore and ABDC (and the other national distributor) filed petitions for a writ of certiorari (bypass) with the Supreme Court of Maryland. If the Supreme Court of Maryland grants the petitions, then the appeal will proceed directly in the Supreme Court of Maryland, instead of in the Maryland Appellate Court. The $7442.4 million is a component of the Company'’s $4.73 billion litigation liability as of ~~June~~December 3031, 2025, as described below.

The ~~MDL~~Company’s ~~Court~~accrued ~~selected~~litigation ~~four~~liability ~~cases~~related ~~filed~~to bythe ~~third-party~~Distributor ~~payors~~Settlement toAgreement, ~~serve~~including asthe ~~additional~~State ~~litigation~~of ~~bellwethers.~~Alabama Onand ~~May~~an ~~31,~~estimate ~~2024,~~for ~~the~~non-participating ~~MDL~~government ~~Court~~subdivisions ~~severed~~(with ~~and~~whom ~~stayed~~the ~~these~~Company ~~four~~has ~~cases~~not ~~against~~reached ~~the~~a ~~Company~~settlement ~~and~~agreement), ~~the~~as ~~two~~well as other ~~national~~opioid-related ~~pharmaceutical~~litigation ~~distributors,~~for ~~pursuant~~which toit ~~ongoing~~has reached settlement ~~discussions~~agreements, toas ~~resolve~~described ~~litigation~~above, ~~filed~~was by$4.3 billion aas ~~putative~~of ~~class~~December 31, of2025 ~~third-party~~and ~~payors~~September 30, 2025. OnThe ~~August~~$4.3 billion ~~29,~~liability ~~2024,~~will ~~the~~be paid over 13 years. The Company ~~and~~currently ~~two~~estimates ~~other~~that ~~national~~$426.2 million ~~pharmaceutical~~will ~~distributors~~be ~~entered~~paid ~~into~~prior ato ~~proposed~~December ~~class~~31, ~~action~~2026, ~~settlement~~which ~~agreement~~is torecorded ~~resolve~~in ~~the~~Accrued ~~opioid-related~~Expenses ~~claims~~and ofOther aon ~~proposed~~the ~~settlement~~Company’s ~~class~~Consolidated ofBalance ~~third~~Sheet. The remaining long-~~party~~term ~~payors~~liability of $3.9 billion ~~Pursuant~~is torecorded ~~the~~in ~~agreement,~~Accrued Litigation Liability on the Company’s ~~recorded~~Consolidated aBalance ~~$93~~Sheet.~~0 million~~ ~~litigation~~While ~~expense~~the ~~accrual~~Company inhas accrued its ~~fiscal~~estimated ~~2024~~liability ~~Consolidated~~for ~~Statement~~opioid oflitigation, ~~Operations.~~it ~~The~~is ~~MDL~~unable ~~Court~~to ~~granted~~estimate athe ~~motion~~range ~~for~~of ~~preliminary~~possible ~~approval~~loss ofassociated with the ~~proposed~~matters ~~class~~that ~~action~~are ~~settlement~~not onincluded ~~September~~in 3,the ~~2024~~accrual. ~~Following~~Because aloss ~~time~~contingencies ~~period~~are ~~for~~inherently ~~submission~~unpredictable ofand ~~any~~unfavorable ~~objections~~developments or ~~requests~~resolutions tocan beoccur, ~~excluded~~the ~~from~~assessment ~~the~~is ~~settlement,~~highly ~~the~~subjective ~~MDL~~and ~~granted~~requires ~~final~~judgments ~~approval~~about offuture ~~the~~events. ~~settlement~~The ~~during~~Company aregularly ~~fairness~~reviews ~~hearing~~opioid ~~held~~litigation onmatters ~~January~~to ~~13,~~determine ~~2025~~whether ~~and~~its ~~entered~~accrual ais ~~final~~adequate. ~~approval~~The ~~order~~amount onof ~~January~~ultimate ~~15,~~loss ~~2025~~may differ materially from the amount accrued to date. OnUntil ~~February~~such ~~13,~~time ~~2025~~as otherwise resolved, the ~~sole~~Company ~~objector~~will continue to ~~the~~litigate ~~settlement~~and ~~filed~~prepare afor ~~notice~~trial ofand ~~appeal~~to ofvigorously ~~the~~defend ~~final~~itself ~~approval~~in ~~order~~all such matters. ASince ~~settlement~~these ~~agreement~~matters ~~with~~are ~~the~~still ~~sole~~developing, ~~objector~~the ~~was~~Company ~~entered~~is ~~into~~unable onto ~~June~~predict 12the outcome, ~~2025.~~but Onthe ~~June~~result ~~16,~~of ~~2025,~~these ~~the~~lawsuits ~~MDL~~could ~~Court~~include ~~ruled~~excessive ~~that~~monetary itverdicts ~~would~~and/or ~~approve~~injunctive relief that may affect the ~~settlement~~Company’s ~~with~~operations. Additional lawsuits regarding the ~~sole~~distribution ~~objector~~of ifprescription ~~remanded~~opioid ~~for~~pain ~~that~~medications ~~purpose.~~have Onbeen ~~July~~filed ~~25,~~and ~~2025,~~may ~~the~~continue ~~United~~to ~~States~~be ~~Court~~filed by a variety of ~~Appeals~~types ~~for~~of ~~the~~plaintiffs, ~~Sixth~~including ~~Circuit~~lawsuits ~~granted~~filed aby ~~motion~~non-governmental ~~for~~or ~~limited~~non-political ~~remand~~entities and individuals, among others. The ~~settlement~~Company is ~~currently~~vigorously ~~pending~~defending ~~approval~~itself ~~from~~in the ~~MDL~~pending ~~Court.~~lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings.

OnSince ~~September~~July 262017, ~~2024,~~ the Company ~~and~~has ~~two~~received ~~other~~subpoenas ~~national~~from ~~pharmaceutical~~several ~~distributors~~U.S. ~~entered~~Attorney’s ~~into~~Offices, aincluding ~~proposed~~grand ~~class~~jury ~~action~~subpoenas ~~settlement~~from ~~agreement to resolve~~ the ~~opioid-related~~U.S. ~~claims~~Attorney’s ofOffice afor ~~proposed~~the ~~settlement~~District ~~class~~ of ~~hospitals.~~New ~~The~~Jersey ~~Company~~(“USAO-NJ”) ~~recorded~~and athe ~~$120~~U.~~9 million~~S. ~~litigation~~Attorney’s ~~expense~~Office ~~accrual~~for ~~in its fiscal 2024 Consolidated Statement of Operations, representing~~ the ~~Company's~~Eastern ~~expected~~District ~~share~~ of ~~the~~New ~~potential~~York ~~class action settlement~~(“USAO-EDNY”). ~~Pursuant~~Those tosubpoenas ~~these~~requested ~~settlement~~the ~~discussions,~~production of a ~~case~~broad inrange ~~Alabama~~of ~~that~~documents ~~involved~~pertaining up to ~~eight~~the ~~plaintiff~~Company’s ~~hospitals,~~distribution ~~and~~of ~~that~~controlled ~~was~~substances ~~scheduled~~through toits ~~begin~~various ~~trial~~subsidiaries, onincluding ~~July 8~~ABDC, ~~2024, was severed~~ and ~~stayed~~its asdiversion tocontrol ~~the Company~~programs. OnThe ~~October~~Company ~~30,~~produced ~~2024,~~documents ~~the~~in ~~United~~response ~~States~~to ~~District Court for~~ the ~~District~~subpoenas ofand ~~New~~engaged ~~Mexico~~in ~~granted~~discussions awith ~~motion for preliminary approval of~~ the ~~proposed~~various ~~class action settlement~~U.S. ~~Following~~Attorney’s ~~notice~~Offices, toincluding ~~class~~the ~~members,~~Health aCare ~~time~~and ~~period~~Government ~~for~~Fraud ~~submission~~Unit of ~~any objections to~~ the ~~settlement~~Criminal orDivision ~~requests~~of ~~to be excluded from~~ the ~~settlement~~USAO-NJ, ~~and a fairness hearing on March 4, 2025,~~ the ~~court~~U.S. ~~granted~~Department ~~final~~of ~~approval~~Justice ofConsumer ~~the~~Protection ~~settlement~~Branch and ~~entered~~the ~~a final approval order~~U.S. ~~The~~Drug ~~settlement~~Enforcement ~~became effective on April 4~~Administration, ~~2025.~~in an

The Company’s accrued litigation liability related to the Distributor Settlement Agreement, including the State of Alabama and an estimate for non-participating government subdivisions (with whom the Company has not reached a settlement agreement), as well as other opioid-related litigation for which it has reached settlement agreements, as described above, was $4.7 billion as of June 30, 2025 and $4.9 billion as of September 30, 2024. The $4.7 billion liability will be paid over 14 years. The Company currently estimates that $416.8 million will be paid prior to June 30, 2026, which is recorded in Accrued Expenses and Other on the Company’s Consolidated Balance Sheet. The remaining long-term liability of $4.3 billion is recorded in Accrued Litigation Liability on the Company’s Consolidated Balance Sheet. While the Company has accrued its estimated liability for opioid litigation, it is unable to estimate the range of possible loss associated with the matters that are not 18

20attempt to resolve these matters. On December 29, 2022, the Department of Justice filed a civil complaint (the “Complaint”) against the Company, ABDC, and Integrated Commercialization Services, LLC (“ICS”), a subsidiary of the Company, alleging violations of the Controlled Substances Act. Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration. In the Complaint, the Department of Justice seeks civil penalties and injunctive relief. This Complaint relates to the aforementioned and previously-disclosed investigations. On March 30, 2023, the Company filed a motion to dismiss the Complaint in its entirety on behalf of itself, ABDC, and ICS. On November 6, 2023, the United States District Court for the Eastern District of Pennsylvania (the “Pennsylvania District Court”) granted in part and denied in part the motion, dismissing with prejudice all claims for civil penalties for Defendants’ alleged violations of the suspicious order reporting requirement prior to October 24, 2018, but otherwise denying the motion. On December 18, 2023, the Company, ABDC and ICS filed an Answer and Affirmative Defenses to the Complaint. On January 23, 2026, the Pennsylvania District Court entered a Second Amended Scheduling Order setting the fact discovery deadline as August 12, 2026 and the expert discovery deadline as March 15, 2027. The Company denies the allegations in the Complaint and intends to defend itself vigorously in the litigation.

included in the accrual. Because loss contingencies are inherently unpredictable and unfavorable developments or resolutions can occur, the assessment is highly subjective and requires judgments about future events. The Company regularly reviews opioid litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date. Until such time as otherwise resolved, the Company will continue to litigate and prepare for trial and to vigorously defend itself in all such matters. Since these matters are still developing, the Company is unable to predict the outcome, but the result of these lawsuits could include excessive monetary verdicts and/or injunctive relief that may affect the Company’s operations. Additional lawsuits regarding the distribution of prescription opioid pain medications have been filed and may continue to be filed by a variety of types of plaintiffs, including lawsuits filed by non-governmental or non-political entities and individuals, among others. The Company is vigorously defending itself in the pending lawsuits and intends to vigorously defend itself against any threatened lawsuits or enforcement proceedings.

Since July 2017, the Company has received subpoenas from several U.S. Attorney’s Offices, including grand jury subpoenas from the U.S. Attorney's Office for the District of New Jersey ("USAO-NJ") and the U.S. Attorney's Office for the Eastern District of New York ("USAO-EDNY"). Those subpoenas requested the production of a broad range of documents pertaining to the Company’s distribution of controlled substances through its various subsidiaries, including ABDC, and its diversion control programs. The Company produced documents in response to the subpoenas and engaged in discussions with the various U.S. Attorney’s Offices, including the Health Care and Government Fraud Unit of the Criminal Division of the USAO-NJ, the U.S. Department of Justice Consumer Protection Branch and the U.S. Drug Enforcement Administration, in an attempt to resolve these matters. On December 29, 2022, the Department of Justice filed a civil complaint (the "Complaint") against the Company, ABDC, and Integrated Commercialization Services, LLC ("ICS"), a subsidiary of the Company, alleging violations of the Controlled Substances Act. Specifically, the Complaint alleges that the Company negligently failed to report suspicious orders to the Drug Enforcement Administration. In the Complaint, the Department of Justice seeks civil penalties and injunctive relief. This Complaint relates to the aforementioned and previously-disclosed investigations. On March 30, 2023, the Company filed a motion to dismiss the Complaint in its entirety on behalf of itself, ABDC, and ICS. On November 6, 2023, the United States District Court for the Eastern District of Pennsylvania granted in part and denied in part the motion, dismissing with prejudice all claims for civil penalties for Defendants’ alleged violations of the suspicious order reporting requirement prior to October 24, 2018, but otherwise denying the motion. On December 18, 2023, the Company, ABDC and ICS filed an Answer and Affirmative Defenses to the Complaint. On July 15, 2025, the Court entered an Amended Scheduling Order setting the fact discovery deadline as June 12, 2026 and the expert discovery deadline as January 15, 2027. The Company denies the allegations in the Complaint and intends to defend itself vigorously in the litigation.

Shareholder Securities Litigation

On December 30, 2021, the Lebanon County Employees'’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan filed a complaint for a purported derivative action in the Delaware Court of Chancery against the Company and certain of its current officers and directors. The complaint alleges claims for breach of fiduciary duty allegedly arising from the Board’s and certain officers'’ oversight of the Company’s controlled substance diversion control programs. The defendants moved to dismiss the complaint on March 29, 2022. On December 22, 2022, the Delaware Court of Chancery granted the motion to dismiss. On January 9, 2023, the Plaintiffs filed a Motion for Relief from Judgment and Order Pursuant to Rule 60(b) from the Delaware Chancery Court’s judgment. On January 20, 2023, the Plaintiffs also appealed the ruling to the Delaware Supreme Court. On March 21, 2023, the Delaware Court of Chancery denied the Plaintiffs'’ Motion for Relief from Judgment and Order Pursuant to Rule 60(b). On December 18, 2023, the Delaware Supreme Court reversed the dismissal and remanded the case to the Delaware Court of Chancery for further proceedings. On January 12, 2024, the Company'’s Board of Directors established a Special Litigation Committee ("the “SLC"”) and delegated to the SLC the Board'’s full authority with respect to the litigation. On March 4, 2024, the Delaware Court of Chancery granted the SLC’s consented-to motion to stay the action pending its investigation of the allegations of the complaint. On July 28, 2025, the SLC notified the Delaware Court of Chancery that the parties had reached an agreement in principle to settle all claims in the action ~~following a successful mediation conducted on June 24, 2025,~~ and filed a stipulation to stay the action pending the presentation of a stipulation of settlement for the Delaware Court' of Chancery’s approval. The Delaware Court of Chancery granted the stay on July 29, 2025. The parties filed a stipulation ~~staying~~of settlement with the ~~action~~Delaware Court of Chancery on ~~July~~August 2915, 2025, and the Delaware Court of Chancery held a fairness hearing on November 13, 2025. During the fairness hearing, the Delaware Court of Chancery approved the settlement and dismissed the action ~~remains~~with ~~stayed~~prejudice. The judgment became final on December 15, 2025. Pursuant to the settlement, on December 30, 2025, insurance carriers paid the Company $86.8 million (consisting of the $111.3 million settlement award, net of fees and expenses awarded by the court to plaintiffs’ counsel), which the Company recorded as a credit in Litigation and Opioid-Related (Credit) Expenses, Net in its Consolidated Statement of Operations for the three months ended December 31, 2025.

Subpoenas, Ongoing Investigations, and Other Contingencies

From time to time, the Company receives subpoenas or requests for information from various government agencies relating to the Company’s business or to the business of a customer, supplier, or other industry participant. The Company’s responses often require time and effort and can result in considerable costs being incurred. Most of these matters are resolved without incident; however, such subpoenas or requests can lead to the assertion of claims or the commencement of civil or criminal legal proceedings against the Company and other members of the healthcare industry, as well as to substantial settlements.

In January 2017, U.S. Bioservices Corporation, a former subsidiary of the Company, received a subpoena for information from the USAO-EDNY relating to its activities in connection with billing for products and making returns of potential overpayments to government payers. A filed qui tam complaint related to the investigation was unsealed in April 2019 and the relator filed an amended complaint under seal in the U.S. District Court for the Eastern District of New York (the “New York District Court”). In December 2019, the government filed a notice that it was declining to intervene. The New York District Court ordered that the relator’s complaint against the Company and other defendants, including AmerisourceBergen Specialty Group, LLC, be unsealed. The relator’s complaint alleged violations of the federal False Claims Act and the false claims acts of various states. The relator filed a second amended complaint, removing one state false claims act count. The Company filed a motion to dismiss the second amended complaint and all briefs on the motion were filed with the New York District Court on October 9, 2020. The motion to dismiss was granted on December 22, 2022. The False Claims Act claims were dismissed with prejudice, and the state claims were dismissed without prejudice. On January 24, 2023, the relator filed Motions to Reconsider Dismissal and For Leave to Amend the Complaint. Response briefs on those motions were filed by the

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~~potential~~Company ~~overpayments~~and toall ~~government~~briefing ~~payers. A filed qui tam complaint related to the investigation~~ was ~~unsealed~~completed inon ~~April~~February ~~2019~~15, ~~and~~2023. ~~the~~On ~~relator~~October ~~filed~~17, an2025, ~~amended complaint under seal in~~ the ~~U.S. District Court for the Eastern District of~~ New York. InDistrict ~~December~~Court ~~2019,~~denied the ~~government filed a notice that it was declining to intervene. The court ordered that the~~ relator'’s ~~complaint~~motions. ~~against~~On ~~the~~November ~~Company and other defendants~~13, ~~including AmerisourceBergen Specialty Group~~2025, ~~LLC, be unsealed. The relator's complaint alleged violations of~~ the ~~federal False Claims Act and the false claims acts of various states. The~~ relator filed a ~~second~~notice ~~amended~~of ~~complaint,~~appeal ~~removing~~of ~~one~~such ~~state~~denial ~~false claims act count. The Company filed a motion~~ to ~~dismiss~~ the ~~second~~United ~~amended~~States ~~complaint~~Court ~~and~~of ~~all~~Appeals ~~briefs~~for on the ~~motion~~Second ~~were~~Circuit ~~filed with~~ (the ~~court~~“Second ~~on October 9, 2020~~Circuit”). ~~The~~Pursuant ~~motion~~ to ~~dismiss~~a ~~was~~scheduling ~~granted~~order onissued ~~December~~by ~~22,~~the ~~2022.~~Second ~~The False Claims Act claims were dismissed with prejudice~~Circuit, ~~and~~ the ~~state~~relator ~~claims~~filed ~~were~~its ~~dismissed~~appellant’s ~~without~~brief ~~prejudice.~~on On January 2412, ~~2023,~~2026 ~~the relator filed Motions to Reconsider Dismissal~~ and ~~For Leave to Amend~~ the ~~Complaint.~~Company’s ~~Response~~appellee ~~briefs~~brief onis ~~those~~due ~~motions~~to ~~were~~be filed ~~by the Company and all briefing was completed~~ on February 1517, ~~2023~~2026.

On March 3, 2022, the United States Attorney’s Office for the Western District of Virginia notified the Company of the existence of a criminal investigation into MWI Veterinary Supply Co. ("“MWI"”), the Company’s animal health subsidiary, in connection with grand jury subpoenas to which MWI previously responded relating to compliance with state and federal regulatory requirements governing wholesale shipments of animal health products to customers. In October 2024, the Company reached an agreement in principle to resolve these claims. While ~~negotiations are still ongoing and~~ no agreement has been finalized, pursuant to the agreement in principle the Company recorded a $49.1 million litigation expense accrual in Litigation and Opioid-Related Expenses (Credit), Net in its fiscal 2024 Consolidated Statement of Operations. This liability is included in Accrued Expenses and Other on the Company'’s Consolidated Balance Sheet as of ~~June~~December 3031, 2025.

Note 10. Antitrust Settlements

Numerous lawsuits have been filed against certain brand pharmaceutical manufacturers alleging that the manufacturer, by itself or in concert with others, took improper actions to delay or prevent generic drugs from entering the market. These lawsuits are generally brought as class actions. The Company has not been named as a plaintiff in these lawsuits but has been a member of the direct purchasers'’ class (i.e., those purchasers who purchase directly from these pharmaceutical manufacturers). None of the lawsuits has gone to trial, but some have settled in the past with the Company receiving proceeds from the settlement funds. The Company recognized gains related to these lawsuits of $912.52 million and $5122.69 million in the three months ended ~~June~~December 3031, 2025 and 2024, respectively. ~~The Company recognized gains related to these lawsuits of $231.0 million and $108.6 million in the nine months ended June 30, 2025 and 2024, respectively.~~ These gains, which are net of attorney fees and estimated payments due to other parties, were recorded as reductions to cost of goods sold in the Company’s Consolidated Statements of Operations.

Note 11. Fair Value of Financial Instruments

The recorded amounts of the Company'’s cash and cash equivalents, accounts receivable, and accounts payable as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025 approximate fair value based upon the relatively short-term nature of these financial instruments. Within Cash and Cash Equivalents, the Company had ~~$209.5 million~~no of investments in money market accounts as of ~~June~~December 3031, 2025 and had $1,~~190~~864.0 million of investments in money market accounts as of September 30, ~~2024~~2025. The fair value of the money market accounts was determined based upon unadjusted quoted prices in active markets for identical assets, otherwise known as Level 1 inputs.

The recorded amount of long-term debt (see Note 6) and the corresponding fair value as of ~~June~~December 3031, 2025 were $87,~~043~~579.75 million and $7,~~821~~406.34 million, respectively. The recorded amount of long-term debt and the corresponding fair value as of September 30, ~~2024~~2025 were $37,~~811~~543.70 million and $37,~~588~~361.04 million, respectively. The fair value of long-term debt was determined based upon inputs other than quoted prices, otherwise known as Level 2 inputs.

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Note 12. Business Segment Information

The Company is organized geographically based upon the products and services it provides to its customers and reports its results under two reportable segments: U.S. Healthcare Solutions and International Healthcare Solutions. As described in Note 1, Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives.

The ~~following~~chief ~~illustrates~~operating ~~reportable~~decision ~~and~~maker ~~operating~~(“CODM”) ~~segment~~of ~~disaggregated~~the ~~revenue~~Company asis ~~required~~its byPresident ~~Accounting~~& ~~Standards~~Chief ~~Codification~~Executive ~~606~~Officer, ~~"Revenue~~whose ~~from~~function ~~Contracts~~is ~~with~~to ~~Customer~~allocate resources to," and assess the performance of, the Company’s operating segments. The CODM does not review assets by operating segment for the ~~periods~~purpose ~~indicated:~~of assessing performance or allocating resources.

	Three months endedJune 30,				Nine months endedJune 30,
(in thousands)	2025		2024		2025		2024
U.S. Healthcare Solutions:
Human Health	$	71,404,871	$	65,821,863	$	210,978,813	$	189,704,387
Animal Health	1,471,692		1,369,735		4,214,709		3,963,910
Total U.S. Healthcare Solutions	72,876,563		67,191,598		215,193,522		193,668,297
International Healthcare Solutions:
Alliance Healthcare	6,229,964		5,641,912		18,001,154		17,122,456
Other Healthcare Solutions	1,560,474		1,409,964		4,420,181		4,123,032
Total International Healthcare Solutions	7,790,438		7,051,876		22,421,335		21,245,488
Intersegment eliminations	(3,469)		(2,121)		(10,592)		(5,292)
Revenue	$	80,663,532	$	74,241,353	$	237,604,265	$	214,908,493

The following illustrates reportable and operating segment disaggregated revenue as required by Accounting Standards Codification 606, “Revenue from Contracts with Customer,” for the periods indicated:


	Three months ended December 31,
(in thousands)		2025		2024
U.S. Healthcare Solutions		$	76,211,825	$	72,555,294
International Healthcare Solutions:
Alliance Healthcare		6,530,697		5,999,200
Other Healthcare Solutions		1,093,276		959,695
Total International Healthcare Solutions		7,623,973		6,958,895
Other:
Animal Health		1,471,317		1,379,985
Other non-strategic businesses		657,630		622,470
Total Other		2,128,947		2,002,455
Intersegment eliminations		(32,729)		(29,584)
Revenue		$	85,932,016	$	81,487,060

The following illustrates reportable segment cost of goods sold information for the periods indicated:


	Three months ended December 31,
(in thousands)		2025		2024
U.S. Healthcare Solutions		$	74,328,262	$	71,100,485
International Healthcare Solutions		6,834,551		6,194,653
Other		1,804,466		1,684,783
Intersegment eliminations		(28,509)		(27,860)
Total segment cost of goods sold		$	82,938,770	$	78,952,061

The following illustrates reportable segment operating expenses information for the periods indicated:


	Three months ended December 31,
(in thousands)		2025		2024
U.S. Healthcare Solutions		$	1,052,233	$	767,884
International Healthcare Solutions		647,266		599,062
Other		233,064		220,343
Intersegment eliminations		(2,031)		(1,598)
Total segment operating expenses		$	1,930,532	$	1,585,691

The following illustrates reportable segment operating income information for the periods indicated:

	Three months endedJune 30,				Nine months endedJune 30,
			Three months endedDecember 31,
(in thousands)	~~2025~~		~~2024~~		2025		2024
U.S. Healthcare Solutions	$	~~901,793~~	$	~~698,305~~	$	2831,~~702,287~~330	$	2686,~~237,493~~925
International Healthcare Solutions	~~156,222~~		~~179,391~~		~~497~~142,~~616~~156		~~559~~165,~~706~~180
Intersegment eliminations	316		—		—		—
Other					91,417		97,329
Total segment operating income	$	1,058,331	$	877,696	$	3,199,903	$	2,797,199
Intersegment eliminations					(2,189)		(126)
Total segment operating income					$	1,062,714	$	949,308

The following reconciles total segment operating income to income before income taxes for the periods indicated:

	Three months endedJune 30,				Nine months endedJune 30,
			Three months endedDecember 31,
(in thousands)	~~2025~~		~~2024~~		2025		2024
Total segment operating income	$	~~1,058,331~~	$	~~877,696~~	$	31,~~199~~062,~~903~~714	$	2949,~~797,199~~308
Gains from antitrust litigation settlements	~~9,495~~		~~51,605~~		~~231~~12,~~011~~152		~~108~~22,~~567~~870
LIFO credit (expense)	52,058		(6,839)		19,913		64,441
LIFO credit					77,562		7,324
Turkey highly inflationary impact	(14,776)		(3,636)		(36,410)		(43,915)
Türkiye highly inflationary impact					(10,889)		(7,155)
Acquisition-related intangibles amortization	~~(124,869)~~		~~(163,850)~~		(~~426~~125,~~736~~158)		(~~494~~164,~~373~~856)
Litigation and opioid-related expenses, net	(17,974)		(14,485)		(46,263)		(161,553)
Litigation and opioid-related credit (expenses), net					86,151		(16,765)
Acquisition-related deal and integration expenses	~~(52,838)~~		~~(25,758)~~		(~~190~~78,~~930~~419)		(6938,~~431~~712)
Restructuring and other expenses	(41,773)		(42,257)		(140,390)		(152,325)
Restructuring and other expenses, net					(14,166)		(45,760)
Operating income	867,654		672,476		2,610,098		2,048,610
Impairment of assets, including goodwill					(249,498)		—
Other (income) loss, net	(110,417)		12,814		(48,997)		33,790
Operating income					760,449		706,254
Interest expense, net	81,794		31,328		213,715		136,022
Other (income) loss, net					(20,600)		57,874
Income before income taxes	$	896,277	$	628,334	$	2,445,380	$	1,878,798
Interest expense, net					72,409		27,933
Income before income taxes					$	708,640	$	620,447

Segment operating income is evaluated by the ~~Chief~~CODM ~~Operating Decision Maker~~ of the Company before gains from antitrust litigation settlements; LIFO credit ~~(expense)~~; ~~Turkey~~Türkiye highly inflationary impact; acquisition-related intangibles amortization; litigation and opioid-related credit (expenses), net; acquisition-related deal and integration expenses; ~~and~~ restructuring and other expenses, net; and impairment of assets, including goodwill. All corporate office expenses are allocated to the operating segment level.

Litigation and opioid-related credit (expenses), net in the three months ended December 31, 2025 includes an $86.8 million credit related to a derivative lawsuit settlement (see Note 9).

Other (income) loss, net in the three months ended December 31, 2025 includes a $10.5 million gain on the remeasurement of an equity investment. Other (income) loss, net in the three months ended December 31, 2024 includes a $35.5 million loss on the divestiture of non-core businesses.

The following illustrates depreciation and amortization by reportable segment for the periods indicated:


	Three months ended December 31,
(in thousands)		2025		2024
U.S. Healthcare Solutions		$	78,253	$	60,882
International Healthcare Solutions		35,815		33,361
Other		21,175		19,393
Acquisition-related intangibles amortization		125,158		164,856
Total depreciation and amortization		$	260,401	$	278,492

Depreciation and amortization related to property and equipment and intangible assets excludes amortization of deferred financing costs and other debt-related items, which are included in interest expense, net.

The following illustrates capital expenditures by reportable segment for the periods indicated:


	Three months ended December 31,
(in thousands)		2025		2024
U.S. Healthcare Solutions		$	66,541	$	41,086
International Healthcare Solutions		36,290		50,971
Other		16,545		13,836
Total capital expenditures		$	119,376	$	105,893

Note 13. Subsequent Event

On February 2, 2026, the Company acquired the majority of the outstanding equity interests that it did not previously own in OneOncology, a physician-led national platform empowering independent medical specialty practices rooted in oncology for a total cash consideration of approximately $4.6 billion. OneOncology’s affiliated practices and management retained a minority interest in OneOncology. The Company funded the transaction through new debt financing (see Note 6 of the Consolidated Notes to Financial Statements). OneOncology’s future operating results will be consolidated as a component of the U.S. Healthcare Solutions reportable segment.

Litigation and opioid-related expenses, net in the nine months ended June 30, 2024 includes a $214.0 million litigation accrual for ongoing litigation related to the distribution of prescription opioid medications (see Note 9). The nine-month period ended June 30, 2024 also includes a net $92.2 million opioid litigation settlement accrual reduction primarily as a result of the Company's prepayment of the net present value of a future obligation as permitted under its opioid settlement agreements.

Other (income) loss, net in the three months ended June 30, 2025 includes $39.7 million for the Company’s portion of an equity method investment’s gain on the sale of a business, a $27.3 million gain on the remeasurement of an equity investment, and a $26.0 million currency remeasurement gain on the deferred tax assets relating to 2020 Swiss tax reform. Other (income) loss, net in the three months ended June 30, 2024 includes a $13.3 million loss on the remeasurement of an equity investment.

Other (income) loss, net in the nine months ended June 30, 2025 includes $39.7 million for the Company’s portion of an equity method investment’s gain on the sale of a business, a $30.6 million gain on the remeasurement of an equity investment, a $15.7 million currency remeasurement gain on the deferred tax assets relating to 2020 Swiss tax reform, and a $35.5 million loss on the divestiture of non-core businesses. Other (income) loss, net in the nine months ended June 30, 2024 includes a $24.8 million loss on the remeasurement of an equity investment.

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

In reviewing this Management’s Discussion and Analysis of Financial Condition and Results of Operations, please note that we face many uncertainties and risks related to various economic, political and regulatory environments in which we operate, both within the U.S. and internationally. Refer to the headings “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025, as well as the heading “Cautionary Note Regarding Forward-Looking Statements” above for additional information related to our present business environment.

Recent Developments

New Reporting Structure

We undertook a strategic review of our business to ensure alignment with our growth priorities and strategic drivers. As a result of this review, beginning in the first quarter of fiscal 2026, we reorganized certain business components within our reporting structure. Our revised reporting structure is comprised of U.S. Healthcare Solutions, International Healthcare Solutions, and Other. The U.S. Healthcare Solutions reportable segment consists of U.S. Human Health (excluding legacy U.S. Consulting Services). The International Healthcare Solutions reportable segment consists of Alliance Healthcare, Innomar, World Courier, and strategic components of PharmaLex. Other, which is not considered a reportable segment, consists of businesses for which the Company has begun to explore strategic alternatives and includes MWI Animal Health, Profarma, U.S. Consulting Services, and the other components of PharmaLex. Our previously reported segment results have been revised to conform to our re-aligned reporting structure.

Acquisition

On February 2, 2026, we acquired the majority of the outstanding equity interests that we did not previously own in OneOncology, a physician-led national platform empowering independent medical specialty practices rooted in oncology for a total cash consideration of approximately $4.6 billion. OneOncology’s affiliated practices and management retained a minority interest in OneOncology. We funded the transaction through new debt financing (see Note 6 of the Consolidated Notes to Financial Statements). OneOncology’s future operating results will be consolidated as a component of the U.S. Healthcare Solutions reportable segment.

Executive Summary

This executive summary provides highlights from the results of operations that follow:

•Revenue increased by $64.4 billion, or 85.75%, ~~and $22.7 billion, or 10.6%,~~ from the prior year quarter ~~and~~primarily ~~nine-month period, respectively,~~ due to growth in both reportable segments. ~~The~~ U.S. Healthcare Solutions’ ~~segment grew its~~ revenue increased by $53.7 billion, or 8.5~~%, and $21~~.~~5 billion, or 11.1~~0%, from the prior year quarter ~~and nine-month period, respectively,~~ primarily due to overall market growth largely driven by unit volume growth, including increased sales of specialty products to health systems and physician practices and products labeled for diabetes and/or weight loss in the GLP-1 class of $1.40 billion, or 1810.69%, ~~and~~offset ~~$6.8~~in ~~billion,~~part orby ~~34.4%,~~a ~~from~~decrease ~~the~~in ~~prior~~sales ~~year~~due ~~quarter~~to ~~and~~losses ~~nine-month period, respectively, and increased sales~~ of ~~specialty~~a ~~products~~grocery tocustomer ~~physician practices~~ and ~~health~~an ~~systems~~oncology customer. International Healthcare Solutions'’ revenue increased by $0.7 billion, or 109.56%, ~~and~~from ~~$1.2~~the ~~billion,~~prior oryear 5quarter primarily due to increased sales at our European distribution business of $0.5%, billion from the prior year quarter ~~and nine-month period, respectively~~.

•Gross profit increased by $~~496~~514.30 million, or 20.~~6%, and $~~1~~,107.4 million, or 14.9~~%, from the prior year quarter ~~and nine-month period, respectively. The increase in gross profit from the prior year quarter is~~ primarily due to the increase in gross profit in both reportable segments and a ~~last-in, first-out ("LIFO") credit in the current year quarter in comparison to LIFO expense in the prior year quarter, offset in part by lower gains from antitrust litigation settlements~~$70.2 ~~The~~million increase in ~~gross profit from~~ the prior year nine-month period is primarily due to the increase in gross profit in the U.S. Healthcare Solutions reportable segment and larger gains from antitrust litigation settlements, offset in part by a lower LIFO credit ~~in the current year period and a decrease in gross profit in the International Healthcare Solutions reportable segment~~. U.S. Healthcare Solutions'’ gross profit increased by $~~483~~428.98 million, or 3129.35%, ~~and $1,039.4 million, or 21.7%,~~ from the prior year quarter ~~and~~primarily ~~nine-month~~due ~~period,~~to ~~respectively, driven by increased sales and~~ the January 2025 acquisition of RCA and increased sales. International Healthcare Solutions'’ gross profit increased by $625.62 million, or 03.83%, from the prior year quarter ~~and~~primarily ~~decreased~~due ~~$15.5~~to ~~million,~~increases orin ~~0.6%,~~gross ~~from~~profit ~~the~~at ~~prior~~our ~~year~~global ~~nine-month~~specialty ~~period.~~logistics business and our European distribution business.

•Total operating expenses increased by $~~301~~459.28 million, or 1724.38%, ~~and $545.9 million, or 10.2%,~~ from the prior year quarter ~~and nine-month period, respectively,~~ primarily due to the January 2025 acquisition of RCA and ~~the~~an ~~increase~~impairment inof ~~acquisition-related~~assets ~~deal~~of ~~and~~our ~~integration~~U.S. ~~expenses,~~Consulting ~~offset~~Services inbusiness ~~part~~that byis aheld ~~large~~for ~~decrease in litigation and opioid-related expenses in the current year nine-month period~~sale.

•Total segment operating income increased by $~~180~~113.64 million, or 2011.69%, ~~and $402.7 million, or 14.4%,~~ from the prior year quarter ~~and nine-month period, respectively~~. U.S. Healthcare Solutions'’ operating income increased by $~~203~~144.54 million, or 2921.10%, ~~and $464.8 million, or 20.8%,~~ from the prior year quarter ~~and nine-month period, respectively, in part~~ due to the January 2025 acquisition of RCA and overall growth. International Healthcare Solutions'’ operating income decreased by $23.20 million, or 1213.9%, ~~and $62.1 million, or 11.1%,~~ from the prior year quarter ~~and nine-month period, respectively~~.

•Our effective tax rates were 2320.01% and 2220.34% for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024, respectively. ~~Our~~The effective tax rates ~~were 22.4% and 19.5%~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024, ~~respectively.~~were ~~The~~lower ~~effective~~than ~~tax~~the U.S. statutory rate ~~for~~primarily due to the ~~nine~~benefit ~~months~~of ~~ended~~income ~~June 30,~~taxed ~~2024~~at ~~benefited~~rates ~~from~~lower ~~discrete~~than the U.S. statutory rate and tax benefits associated with ~~foreign~~equity ~~valuation~~compensation, ~~allowance~~offset ~~adjustments~~in part by U.S. state income taxes.

2524

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Results of Operations

Revenue

	Three months endedJune 30,					Nine months endedJune 30,
					Three months endedDecember 31,
(dollars in thousands)	~~2025~~		~~2024~~		~~Change~~	2025		2024		Change
U.S. Healthcare Solutions:
U.S. Healthcare Solutions						$	76,211,825	$	72,555,294	5.0%
Human Health	$	71,404,871	$	65,821,863	8.5%	$	210,978,813	$	189,704,387	11.2%
Animal Health	1,471,692		1,369,735		7.4%	4,214,709		3,963,910		6.3%
Total U.S. Healthcare Solutions	72,876,563		67,191,598		8.5%	215,193,522		193,668,297		11.1%
International Healthcare Solutions:
Alliance Healthcare	~~6,229,964~~		~~5,641,912~~		~~10.4%~~	186,~~001~~530,~~154~~697		175,~~122~~999,~~456~~200		58.19%
Other Healthcare Solutions	~~1,560,474~~		~~1,409,964~~		~~10.7%~~	41,~~420~~093,~~181~~276		4959,~~123,032~~695		713.29%
Total International Healthcare Solutions	~~7,790,438~~		~~7,051,876~~		~~10.5%~~	227,~~421~~623,~~335~~973		216,~~245~~958,~~488~~895		59.56%
Intersegment eliminations	(3,469)		(2,121)			(10,592)		(5,292)
Other:
Revenue	$	80,663,532	$	74,241,353	8.7%	$	237,604,265	$	214,908,493	10.6%
Animal Health						1,471,317		1,379,985		6.6%
Other non-strategic businesses						657,630		622,470		5.6%
Total Other						2,128,947		2,002,455		6.3%
Intersegment eliminations						(32,729)		(29,584)
Revenue						$	85,932,016	$	81,487,060	5.5%

Our future revenue growth will continue to be affected by various factors, such as industry growth trends, including drug utilization (e.g., products labeled for diabetes and/or weight loss in the GLP-1 class), the introduction of new, innovative brand therapies and vaccines, the likely increase in the number of generic drugs and biosimilars that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs and biosimilars, price inflation and price deflation, general economic conditions in the United States and Europe, currency exchange rates, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third-party reimbursement rates to our customers, and changes in government rules and regulations.

Revenue increased by $64.4 billion, or 85.75%, ~~and $22.7 billion, or 10.6%,~~ from the prior year quarter ~~and~~primarily ~~nine-month period, respectively,~~ due to growth in both reportable segments.

~~The~~ U.S. Healthcare Solutions’ ~~segment grew its~~ revenue increased by $53.7 billion, or 8.5~~%, and $21~~.~~5 billion, or 11.1~~0%, from the prior year quarter ~~and nine-month period, respectively,~~ primarily due to overall market growth largely driven by unit volume growth, including increased sales of specialty products to health systems and physician practices and products labeled for diabetes and/or weight loss in the GLP-1 class of $1.40 billion, or 1810.69%, ~~and~~offset ~~$6.8~~in ~~billion,~~part orby ~~34.4%,~~a ~~from~~decrease ~~the~~in ~~prior year quarter and nine-month period, respectively, and increased~~ sales ofdue ~~specialty products~~ to ~~physician~~losses ~~practices~~of ~~and~~a ~~health~~grocery ~~systems.~~customer ~~Sales, including GLP-1 products, to our two largest customers increased by $1.4 billion~~ and ~~$5.6~~an ~~billion~~oncology ~~from the prior year quarter and nine-month period, respectively~~customer.

International Healthcare Solutions'’ revenue increased by $0.7 billion, or 109.56%, ~~and $1.2 billion, or 5.5%,~~ from the prior year quarter ~~and nine-month period, respectively,~~ primarily due to increased sales at our European distribution business of $0.65 billion ~~and $0.9 billion~~ from the prior year quarter ~~and nine-month period, respectively~~.

ARevenue ~~number~~in ofOther ~~our~~increased ~~contracts~~by ~~with customers, including group purchasing organizations, are typically subject to expiration each year~~$0.1 ~~We may lose a key customer if an existing contract with such customer expires without being extended~~billion, ~~renewed,~~ or ~~replaced~~6. ~~As previously disclosed~~3%, ~~we received a notice of non-renewal~~ from anthe ~~oncology~~prior ~~customer,~~year ~~and~~quarter indue ~~June~~to ~~2025,~~increased ~~our~~ sales ~~contract~~at ~~with~~our ~~that~~animal ~~customer~~health ~~was~~business ~~terminated.~~and ~~Over~~our ~~the~~less-than-wholly-owned ~~next~~Brazil ~~twelve~~distribution ~~months~~business, ~~there~~offset ~~are~~in nopart ~~key~~by ~~contracts~~a ~~scheduled~~decrease ~~to expire. Additionally, from time to time, key contracts may be terminated~~ in ~~accordance~~sales ~~with their terms or extended, renewed, or replaced prior to their expiration dates. If those contracts are extended, renewed, or replaced~~ at ~~less favorable terms, they may also negatively impact~~ our ~~revenue,~~consulting ~~results~~services ~~of operations, and cash flows~~businesses.

26A number of our contracts with customers, including group purchasing organizations, are typically subject to expiration each year. We may lose a key customer if an existing contract with such customer expires without being extended, renewed, or replaced. Over the next twelve months, there are no key contracts scheduled to expire. Additionally, from time to time, key contracts may be terminated in accordance with their terms or extended, renewed, or replaced prior to their expiration dates. If those contracts are extended, renewed, or replaced at less favorable terms, they may also negatively impact our revenue, results of operations, and cash flows.

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Gross Profit

	Three months endedJune 30,					Nine months endedJune 30,
					Three months endedDecember 31,
(dollars in thousands)	~~2025~~		~~2024~~		~~Change~~	2025		2024		Change
U.S. Healthcare Solutions	$	~~2,030,950~~	$	~~1,547,022~~	~~31.3%~~	$	51,~~837~~883,~~203~~563	$	41,~~797~~454,~~786~~809	2129.75%
International Healthcare Solutions	~~830,420~~		~~823,796~~		~~0.8%~~	2789,~~476,950~~422		2764,~~492,450~~242		(03.6)3%
Intersegment eliminations	(1,032)		(1,171)			(3,705)		(1,717)
Other						324,481		317,672		2.1%
Gains from antitrust litigation settlements	9,495		51,605			231,011		108,567
Intersegment eliminations						(4,220)		(1,724)
LIFO credit (expense)	52,058		(6,839)			19,913		64,441
Gains from antitrust litigation settlements						12,152		22,870
Turkey highly inflationary impact	(14,776)		(3,636)			(36,410)		(43,915)
LIFO credit						77,562		7,324
Gross profit	$	2,907,115	$	2,410,777	20.6%	$	8,524,962	$	7,417,612	14.9%
Türkiye highly inflationary impact						(10,889)		(7,155)
Gross profit						$	3,072,071	$	2,558,038	20.1%

Gross profit increased by $~~496~~514.30 million, or 20.~~6%, and $~~1~~,107.4 million, or 14.9~~%, from the prior year quarter ~~and nine-month period, respectively. The increase in gross profit from the prior year quarter is~~ primarily due to the increase in gross profit in both reportable segments and a ~~LIFO credit in the current year quarter in comparison to LIFO expense in the prior year quarter, offset in part by lower gains from antitrust litigation settlements~~$70.2 ~~The~~million increase in ~~gross profit from~~ the prior year nine-month period is primarily due to the increase in gross profit in the U.S. Healthcare Solutions reportable segment and larger gains from antitrust litigation settlements, offset in part by a lower LIFO credit ~~and a decrease in gross profit in the International Healthcare Solutions reportable segment~~.

U.S. Healthcare Solutions'’ gross profit increased by $~~483~~428.98 million, or 3129.35%, ~~and $1,039.4 million, or 21.7%,~~ from the prior year quarter ~~and nine-month period, respectively,~~ primarily due to ~~increased sales and~~ the January 2025 acquisition of RCA and increased sales. As a percentage of revenue, U.S. Healthcare Solutions'’ gross profit ~~margins~~margin ~~were~~of 2.7947% ~~and 2.71%~~ in the current year quarter ~~and~~increased ~~nine-month~~46 ~~period, respectively, and represent increases of 49~~ basis points ~~and 23 basis points~~ from the prior year quarter ~~and nine-month period, respectively. The current year quarter increase of 49 basis points was~~ primarily due to the January 2025 acquisition of RCA~~. The current year nine-month period increase of 23 basis points was primarily due to the January 2025 acquisition of RCA~~, offset in part by higher sales of GLP-1 products, which have lower gross profit margins~~, and lower sales of COVID vaccines, which have higher gross profit margins~~.

International Healthcare Solutions'’ gross profit increased by $625.62 million, or 03.83%, from the prior year quarter ~~and decreased $15.5 million, or 0.6%, from the prior year nine-month period. The increase in the current year quarter is~~ primarily due to ~~the~~increases ~~increase~~ in gross profit at our ~~European distribution business, offset in part by a decrease in gross profit at our~~ global specialty logistics business. ~~The~~and ~~decrease in the current year nine-month period is primarily due to a decline in gross profit at~~ our ~~global specialty logistics business, offset in part by an increase in gross profit at our~~ European distribution business.

WeGross ~~recognized~~profit ~~gains~~in ~~from~~Other ~~antitrust~~increased ~~litigation~~by ~~settlements with pharmaceutical manufacturers of~~ $96.58 million ~~and $51.6 million in the three months ended June 30~~, ~~2025~~or ~~and 2024, respectively, and $231~~2.~~0 million and $108.6 million in the nine months ended June 30~~1%, ~~2025~~from ~~and 2024, respectively. The gains were recorded as reductions to Cost of Goods Sold (see Note 10 of~~ the ~~Notes~~prior toyear ~~Consolidated Financial Statements)~~quarter.

~~Our~~We ~~cost~~recognized ofgains ~~goods~~from ~~sold~~antitrust ~~for~~litigation ~~interim~~settlements ~~periods~~with ~~includes~~pharmaceutical amanufacturers ~~LIFO~~of ~~provision~~$12.2 ~~that~~million ~~is recorded ratably on a quarterly basis~~ and ~~is based on our estimated annual LIFO provision~~$22.9 ~~The~~million ~~annual~~in ~~LIFO~~the ~~provision,~~three ~~which~~months weended ~~estimate on a quarterly basis~~December 31, is2025 ~~affected by manufacturer pricing practices, which may be impacted by market~~ and ~~other external influences~~2024, ~~expected~~respectively. ~~changes~~The ingains ~~inventory~~were ~~quantities,~~recorded ~~and~~as ~~product~~reductions ~~mix,~~to ~~many~~Cost of ~~which~~Goods ~~are~~Sold ~~difficult~~(see toNote ~~predict.~~10 ~~Changes to any~~ of the ~~above~~Notes factors may have a material impact on our annual LIFO provision. Based on estimates in our current fiscal year LIFO provision, the LIFO credit in the current year nine-month period is lower than the LIFO credit in the prior year nine-month period primarily due to ~~slightly~~Consolidated ~~higher~~Financial ~~brand pharmaceutical inflation, offset in part by higher generic pharmaceutical deflation~~Statements).

WeOur ~~recognized~~cost ~~expense~~of ingoods ~~Cost~~sold offor ~~Goods~~interim ~~Sold~~periods ofincludes ~~$14.8~~a ~~million~~LIFO provision that is recorded ratably on a quarterly basis and ~~$3.6~~is ~~million~~based inon ~~the~~our ~~three~~estimated ~~months~~annual ~~ended~~LIFO ~~June 30~~provision. The annual LIFO provision, ~~2025~~which ~~and~~we ~~2024~~estimate on a quarterly basis, ~~respectively~~is affected by manufacturer pricing practices, ~~and~~which ~~$36.4~~may ~~million~~be impacted by market and ~~$43.9~~other ~~million~~external ininfluences, ~~the~~expected ~~nine~~changes ~~months~~in ~~ended~~inventory ~~June 30~~quantities, ~~2025~~ and ~~2024,~~product ~~respectively~~mix, ~~related~~many of which are difficult to predict. Changes to any of the above factors may have a material impact ofon ~~Turkey~~our ~~highly~~annual ~~inflationary~~LIFO ~~accounting~~provision. ~~driven~~Based byon estimates in our current fiscal year LIFO provision, the ~~continued~~increase ~~weakening~~in ofthe LIFO credit in the ~~Turkish~~current ~~Lira~~year quarter is primarily due to a decline in manufacturer prices related to certain brand pharmaceutical products.

27We recognized expense in Cost of Goods Sold of $10.9 million and $7.2 million in the three months ended December 31, 2025 and 2024, respectively, related to the impact of Türkiye highly inflationary accounting driven by the continued weakening of the Turkish Lira.

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Operating Expenses

	Three months endedJune 30,					Nine months endedJune 30,
					Three months endedDecember 31,
(dollars in thousands)	~~2025~~		~~2024~~		~~Change~~	2025		2024		Change
Distribution, selling, and administrative	$	~~1,672,881~~	$	~~1,383,206~~	~~20.9%~~	$	41,~~744~~795,~~976~~289	$	41,~~170~~472,~~763~~055	1322.80%
Depreciation and amortization	~~253,995~~		~~272,595~~		~~(6.8)%~~	~~792~~260,~~305~~401		~~814~~278,~~930~~492		(26.85)%
Litigation and opioid-related expenses, net	17,974		14,485			46,263		161,553
Litigation and opioid-related (credit) expenses, net						(86,151)		16,765
Acquisition-related deal and integration expenses	~~52,838~~		~~25,758~~			~~190~~78,~~930~~419		6938,~~431~~712
Restructuring and other expenses	41,773		42,257			140,390		152,325
Restructuring and other expenses, net						14,166		45,760
Total operating expenses	$	2,039,461	$	1,738,301	17.3%	$	5,914,864	$	5,369,002	10.2%
Impairment of assets, including goodwill						249,498		—
Total operating expenses						$	2,311,622	$	1,851,784	24.8%

Distribution, selling, and administrative expenses increased by $~~289~~323.~~7 million, or 20.9%, and $574.~~2 million, or 1322.80%, compared to the prior year quarter ~~and nine-month period, respectively,~~ primarily due to the January 2025 acquisition of RCA and to support our revenue growth. As a percentage of revenue, distribution, selling, and administrative expenses were 2.07% and 2.00% in the current year quarter and nine-month period, respectively, and represent increases of 21 basis points and 6 basis points compared to the prior year quarter and nine-month period, respectively, primarily due to the January 2025 acquisition of RCA, offset in part by our improved operating leverage from our 8.7% and 10.6% revenue growth from the prior year quarter and nine-month period, respectively.

Depreciation expense increased 18.7% and 13.9% from the prior year quarter and nine-month period, respectively, and amortization expense decreased 23.6% and 13.5% from the prior year quarter and nine-month period, respectively. The decline in amortization expense is due to certain tradenames becoming fully amortized in connection with our company name change to Cencora and the gradual transition away from other tradenames used, which were acquired through prior acquisitions.26

Litigation and opioid-related expenses, net in the three months ended June 30, 2025 and 2024 and in the nine months ended June 30, 2025 included legal fees in connection with opioid lawsuits and investigations. Litigation and opioid-related expenses, net in the nine months ended June 30, 2024 included a $214.0 million litigation accrual for ongoing litigation related to the distribution of prescription opioid medications and $39.7 million of legal fees in connection with opioid lawsuits and investigations, offset in part by a net $92.2 million opioid litigation settlement accrual reduction primarily as a result of our prepayment of the net present value of a future obligation as permitted under our opioid settlement agreements.

Acquisition-related deal and integration expenses in the three and nine months ended June 30, 2025 primarily included costs related to the acquisition of RCA, including expenses related to equity units retained by RCA physicians and members of management of $37.5 million and $74.9 million in the three and nine months ended June 30, 2025, respectively (see Note 2 of the Notes to Consolidated Financial Statements), and the continued integration of PharmaLex. Acquisition-related deal and integration expenses in the three and nine months ended June 30, 2024 primarily related to the integration of Alliance Healthcare and PharmaLex.

Restructuring and other expenses are comprised of the following:

	Three months endedJune 30,				Nine months endedJune 30,
(in thousands)	2025		2024		2025		2024
Restructuring and employee severance costs	$	10,408	$	18,840	$	55,066	$	41,865
Business transformation efforts	30,205		20,646		81,325		79,096
Other, net	1,160		2,771		3,999		31,364
Total restructuring and other expenses	$	41,773	$	42,257	$	140,390	$	152,325

Restructuring and employee severance costs in the three and nine months ended June 30, 2025 primarily included workforce reductions in both of our reportable segments. Restructuring and employee severance costs in the three and nine months ended June 30, 2024 primarily included expenses incurred related to facility closures in connection with our office optimization plan and workforce reductions in both of our reportable segments.

Business transformation efforts in the three and nine months ended June 30, 2025 and 2024 included rebranding costs associated with our name change to Cencora and non-recurring expenses related to significant strategic initiatives to improve

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~~operational~~distribution, ~~efficiency~~selling, ~~including~~and ~~certain~~administrative ~~technology~~expenses ~~initiatives~~were 2.09% ~~The~~in ~~majority~~the current year quarter and represents an increase of ~~these~~28 ~~costs~~basis ~~are~~points ~~related~~compared to ~~services~~the ~~provided~~prior byyear ~~third-party~~quarter ~~consultants~~primarily due to the acquisition of RCA.

InDepreciation ~~February~~expense ~~2024,~~increased we19.1% ~~experienced~~from athe ~~cybersecurity~~prior ~~event~~year ~~where~~quarter. ~~data~~Amortization ~~from~~expense ~~our~~decreased ~~information systems was exfiltrated~~23.9% Infrom ~~connection~~the ~~with~~prior ~~this~~year ~~event,~~quarter wedue ~~incurred~~to ~~costs~~certain ~~that~~tradenames ~~were~~becoming ~~recorded~~fully amortized in ~~Other,~~connection ~~net~~with inour ~~the~~company ~~above~~name ~~table.~~change ~~The~~to ~~majority~~Cencora ofand the ~~costs~~gradual ~~included~~transition inaway ~~Other,~~from ~~net~~other intradenames ~~the nine months ended June 30~~used, ~~2024~~which ~~related~~were toacquired ~~this~~through ~~cybersecurity~~prior ~~event~~acquisitions.

Litigation and opioid-related (credit) expenses, net in the three months ended December 31, 2025 and 2024 include legal fees in connection with opioid lawsuits and investigations. Litigation and opioid-related (credit) expenses, net in the three months ended December 31, 2025 also includes an $86.8 million credit related to a derivative lawsuit settlement (see Note 9 of the Consolidated Notes to Financial Statements).

Acquisition-related deal and integration expenses in the three months ended December 31, 2025 included expenses related to our acquisitions of RCA and OneOncology, costs associated with strategic alternatives of certain non-core businesses, and the continued integration of PharmaLex. Acquisition-related deal and integration expenses in the three months ended December 31, 2024 primarily included costs related to the acquisition of RCA and the integration of PharmaLex.

Restructuring and other expenses, net are comprised of the following:


	Three months ended December 31,
(in thousands)		2025		2024
Restructuring and employee severance costs, net		$	3,678	$	19,555
Business transformation efforts		10,126		25,074
Other, net		362		1,131
Total restructuring and other expenses, net		$	14,166	$	45,760

Restructuring and employee severance costs, net in the three months ended December 31, 2025 primarily included costs associated with workforce reductions, offset in part by a gain on the sale of a facility. Restructuring and employee severance costs, net in the three months ended December 31, 2024 primarily included costs associated with workforce reductions.

Business transformation efforts in the three months ended December 31, 2025 and 2024 included non-recurring expenses related to significant strategic initiatives to improve operational efficiency, including certain technology initiatives. Business transformation efforts in the three months ended December 31, 2024 also included rebranding costs associated with our name change to Cencora. The majority of these costs are related to services provided by third-party consultants.

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We recorded an impairment of assets of $249.5 million, including goodwill, related to our U.S. Consulting Services business that was classified as held for sale as of December 31, 2025.

Operating Income

	Three months endedJune 30,					Nine months endedJune 30,
					Three months endedDecember 31,
(dollars in thousands)	~~2025~~		~~2024~~		~~Change~~	2025		2024		Change
U.S. Healthcare Solutions	$	~~901,793~~	$	~~698,305~~	~~29.1%~~	$	2831,~~702,287~~330	$	2686,~~237,493~~925	2021.80%
International Healthcare Solutions	~~156,222~~		~~179,391~~		~~(12.9)%~~	~~497~~142,~~616~~156		~~559~~165,~~706~~180		(1113.19)%
Intersegment eliminations	316		—			—		—
Other						91,417		97,329		(6.1)%
Total segment operating income	1,058,331		877,696		20.6%	3,199,903		2,797,199		14.4%
Intersegment eliminations						(2,189)		(126)
Gains from antitrust litigation settlements	9,495		51,605			231,011		108,567
Total segment operating income						1,062,714		949,308		11.9%
LIFO credit (expense)	52,058		(6,839)			19,913		64,441
Gains from antitrust litigation settlements						12,152		22,870
Turkey highly inflationary impact	(14,776)		(3,636)			(36,410)		(43,915)
LIFO credit						77,562		7,324
Acquisition-related intangibles amortization	(124,869)		(163,850)			(426,736)		(494,373)
Türkiye highly inflationary impact						(10,889)		(7,155)
Litigation and opioid-related expenses, net	(17,974)		(14,485)			(46,263)		(161,553)
Acquisition-related intangibles amortization						(125,158)		(164,856)
Acquisition-related deal and integration expenses	(52,838)		(25,758)			(190,930)		(69,431)
Litigation and opioid-related credit (expenses), net						86,151		(16,765)
Restructuring and other expenses	(41,773)		(42,257)			(140,390)		(152,325)
Acquisition-related deal and integration expenses						(78,419)		(38,712)
Operating income	$	867,654	$	672,476	29.0%	$	2,610,098	$	2,048,610	27.4%
Restructuring and other expenses, net						(14,166)		(45,760)
Impairment of assets, including goodwill						(249,498)		—
Operating income						$	760,449	$	706,254	7.7%

U.S. Healthcare Solutions'’ operating income increased by $~~203~~144.54 million, or 2921.10%, ~~and $464.8 million, or 20.8%,~~ from the prior year quarter ~~and nine month-period, respectively,~~ primarily due to the ~~increases~~increase in gross profit, as noted above, and ~~were~~was offset in part by the ~~increases~~increase in operating expenses. As a percentage of revenue, U.S. Healthcare Solutions'’ operating income ~~margins~~margin ~~were~~was 1.2409% ~~and 1.26%~~ in the current year quarter and ~~nine-month~~represents ~~period,~~an ~~respectively,~~increase ~~and represent increases~~ of 2014 basis points ~~and 10 basis points~~ from the prior year quarter ~~and nine-month period, respectively,~~ due to the ~~increases~~increase gross profit margin, as described above in the Gross Profit section, offset in part by ~~increases~~increase in the operating expense margin.

International Healthcare Solutions'’ operating income decreased by $23.20 million, or 1213.9%, ~~and $62.1 million, or 11.1%,~~ from the prior year quarter ~~and nine-month period, respectively. These decreases were~~ primarily due to lower operating income at our ~~global~~European ~~specialty~~distribution ~~logistics~~ business, ~~and~~offset in part by an increase in operating income at our ~~specialized~~global ~~consulting~~specialty ~~services~~logistics business.

Operating income in Other decreased by $5.9 million, or 6.1%, from the prior year quarter primarily due to lower operating income at our consulting services businesses, offset in part by an increase in operating income at our animal health business.

Other (Income) Loss, Net

Other (income) loss, net in the three months ended ~~June 30~~December 31, 2025 includes a $3914.7 4 million ~~for our portion of an equity method investment’s~~ gain on the ~~sale~~foreign ofcurrency aremeasurement ~~business,~~of aSwiss ~~$27.3 million~~deferred ~~gain~~tax onassets ~~the~~arising ~~remeasurement~~from of2020 anSwiss ~~equity~~tax ~~investment,~~reform and a $2610.05 million ~~currency remeasurement~~ gain on the ~~deferred~~remeasurement ~~tax~~of ~~assets~~an ~~relating~~equity ~~to 2020 Swiss tax reform~~investment. Other (income) loss, net in the three months ended ~~June 30~~December 31, 2024 includes a $1335.35 million loss on the divestiture of non-core businesses and a $15.2 million loss on the foreign currency remeasurement of anSwiss ~~equity~~deferred ~~investment~~tax assets arising from 2020 Swiss tax reform.

Other (income) loss, net in the nine months ended June 30, 2025 includes $39.7 million for our portion of an equity method investment’s gain on the sale of a business, a $30.6 million gain on the remeasurement of an equity investment, a $15.7 million currency remeasurement gain on the deferred tax assets relating to 2020 Swiss tax reform, and a $35.5 million loss on the divestiture of non-core businesses. Other (income) loss, net in the nine months ended June 30, 2024 includes a $24.8 million loss on the remeasurement of an equity investment.28

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Interest Expense, Net

Interest expense, net and the respective weighted average interest rates for the three months ended June 30, 2025 and 2024 are as follows:


	Three months ended December 31,
	2025			2024
(dollars in thousands)	Amount		Weighted Average Interest Rate	Amount		Weighted Average Interest Rate
Interest expense	$	93,363	4.00%	$	61,181	3.90%
Interest income	(20,954)		3.56%	(33,248)		5.44%
Interest expense, net	$	72,409		$	27,933

	2025			2024
(dollars in thousands)	Amount		Weighted AverageInterest Rate	Amount		Weighted AverageInterest Rate
Interest expense	$	116,896	4.35%	$	58,936	3.82%
Interest income	(35,102)		5.31%	(27,608)		5.30%
Interest expense, net	$	81,794		$	31,328

Interest expense, net increased by $44.5 million, or 159.2%, from the prior year quarter due to the increase in interest expense and a decrease in interest income. The increase in interest expense was primarily due to the issuance of our $1.8 billion of senior notes in December 2024 and the $0.8 billion balance remaining on the variable-rate term loan, which we borrowed in January 2025 to finance a portion of the RCA acquisition, and the issuance of our €1.0 billion of senior notes in May 2025, offset in part by the repayment of our $500 million of senior notes that matured in March 2025. The decrease in interest income was primarily driven by lower investment interest rates in the current year quarter in comparison to the prior year quarter.

Interest expense, net increased by $50.5 million, or 161.1%, from the prior year quarter due to the increase in interest expense, offset in part by an increase in interest income. The increase in interest expense was primarily due to the issuance of our $1.8 billion of senior notes in December 2024 and the $1.5 billion variable-rate term loan, which we borrowed in January 2025 to finance a portion of the RCA acquisition, and increased revolving credit facility borrowings to cover short-term working capital needs. The increase in interest income was driven by higher average investment cash balances in the current year quarter in comparison to the prior year quarter.

Interest expense, net and the respective weighted average interest rates for the nine months ended June 30, 2025 and 2024 are as follows:

	2025			2024
(dollars in thousands)	Amount		Weighted AverageInterest Rate	Amount		Weighted AverageInterest Rate
Interest expense	$	310,395	4.31%	$	194,362	3.93%
Interest income	(96,680)		5.24%	(58,340)		5.11%
Interest expense, net	$	213,715		$	136,022

Interest expense, net increased by $77.7 million, or 57.1%, from the prior year nine-month period due to the increase in interest expense, offset in part by an increase in interest income. The increase in interest expense was primarily due to the issuance of our $1.8 billion of senior notes in December 2024 and the $1.5 billion variable-rate term loan, which we borrowed in January 2025 to finance a portion of the RCA acquisition, and increased revolving credit facility borrowings to cover short-term working capital needs. The increase in interest income was driven by higher average investment cash balances and higher investment interest rates outside the United States in the current year nine-month period in comparison to the prior year period.

Income Tax Expense

Our effective tax rates were 2320.01% and 2220.34% for the three ~~and nine~~ months ended ~~June~~December 3031, 2025, ~~respectively. Our effective tax rates were 22.4%~~ and ~~19.5% for the three and nine months ended June 30,~~ 2024, respectively. The effective tax rates for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 ~~were higher than the U.S. statutory rate primarily due to U.S. state income taxes, offset in part by the benefit of income taxed at rates lower than the U.S. statutory rate~~ and ~~benefits associated with equity compensation. The effective tax rate for the three months ended June 30,~~ 2024 ~~was~~were ~~higher~~lower than the U.S. statutory rate primarily due to ~~U.S. state income taxes, offset in part by~~ the benefit of income taxed at rates lower than the U.S. statutory rate. The effective tax rate for the nine months ended June 30, 2024 was lower than the U.S. statutory rate primarily due to discrete tax benefits associated with foreign valuation allowance adjustments, the benefits of income taxed at rates lower than the U.S. statutory rate, and tax benefits associated with equity compensation, offset in part by U.S. state income taxes.

Liquidity and Capital Resources

Our operating results have generated cash flows, which, together with availability under our debt agreements and credit terms from suppliers, have provided sufficient capital resources to finance working capital and cash operating requirements, and to fund capital expenditures, acquisitions, repayment of debt, the payment of interest on outstanding debt, dividends, and purchases of shares of our common stock.

Our primary ongoing cash requirements will be to finance working capital, fund the repayment of debt, fund the payment of interest on debt, fund the payment of dividends, fund purchases of our common stock, finance acquisitions, and fund capital expenditures and routine growth and expansion through new business opportunities. Future cash flows from operations and borrowings are expected to be sufficient to fund our ongoing cash requirements, including the opioid litigation payments that will be made over the next 1413 years (see below).

As of December 31, 2025 and September 30, 2025, our cash and cash equivalents held by foreign subsidiaries were $864.6 million and $957.7 million, respectively. We have the ability to repatriate the majority of our cash and cash equivalents held by our foreign subsidiaries without incurring significant additional taxes upon repatriation.

~~Table~~Our cash balances in the three months ended December 31, 2025 and 2024 were supplemented by intra-period credit facility borrowings to cover short-term working capital needs. The largest amount of ~~Contents~~intra-period borrowings that was outstanding at any one time under our revolving and securitization credit facilities during the three months ended December 31, 2025 and 2024 was $1.6 billion and $2.1 billion, respectively. We had $23.5 billion and $13.4 billion of cumulative intra-period borrowings that were repaid under our credit facilities during the three months ended December 31, 2025 and 2024, respectively.

As of June 30, 2025 and September 30, 2024, our cash and cash equivalents held by foreign subsidiaries were $1.0 billion and $851.3 million, respectively. We have the ability to repatriate the majority of our cash and cash equivalents held by our foreign subsidiaries without incurring significant additional taxes upon repatriation.

Our cash balances in the nine months ended June 30, 2025 and 2024 were supplemented by intra-period credit facility borrowings to cover short-term working capital needs. The largest amount of intra-period borrowings under our revolving and securitization credit facilities that was outstanding at any one time during the nine months ended June 30, 2025 and 2024 was $5.1 billion and $3.2 billion, respectively. We had $86.1 billion and $56.7 billion of cumulative intra-period borrowings that were repaid under our credit facilities during the nine months ended June 30, 2025 and 2024, respectively.

Cash Flows

We ~~generated~~used $~~741~~2.73 ~~million~~billion of cash ~~from~~in operations during the ~~nine~~three months ended ~~June~~December 3031, 2025 compared to $2.57 billion of cash ~~from~~used in operations during the ~~nine~~three months ended ~~June~~December 3031, 2024, a decrease of $10.74 billion. The ~~decrease in the current year nine-month period was primarily driven by changes in our working capital accounts. The~~ timing of cash receipts and disbursements and inventory purchases can significantly impact our working capital. ~~The~~In ~~change~~the inthree ~~working~~months ~~capital~~ended ~~accounts~~December 31, ~~primarily~~2025, the growth of our accounts receivable, inventories, and accounts payable, resulted in a$3.0 ~~year-over-year~~billion ~~use~~ of cash ofused ~~$2.2~~in ~~billion~~operations ~~primarily~~compared ~~due~~ to ~~the~~$3.3 ~~timing~~billion of cash ~~receipts~~used ~~from~~in ~~customers and~~ the ~~timing~~three ofmonths ~~disbursements~~ended toDecember ~~suppliers~~31, ~~offset in part by our growth, which resulted in an increase in net income, plus non-cash items of $528~~2024.~~2 million.~~

During the ~~nine~~three months ended ~~June~~December 3031, 2025, our operating activities ~~provided~~used cash of $~~741~~2.73 ~~million~~billion and was principally the result of the following:

•~~Net~~An ~~income~~increase in inventories of $13.95 billion; to support the increase in business volume and due to seasonal needs;

•~~Positive~~An ~~non-cash~~increase ~~items~~in accounts receivable of $1.0.8 billion, ~~which is~~ primarily ~~comprised~~due ofto ~~amortization~~an ~~expense~~increase ofin ~~$436.8~~sales ~~million~~ and ~~depreciation~~the ~~expense~~timing of ~~$367.6~~scheduled ~~million.~~payments from our customers; and

~~The cash provided by the above items was offset in part by the following:~~29

~~•An~~Table ~~increase in accounts receivable~~ of ~~$977.6 million primarily due to an increase in sales and the timing of scheduled payments from our customers;~~ Contents

•AnA ~~increase~~decrease in ~~inventories~~accrued expenses of $~~949~~0.93 ~~million~~billion toprimarily ~~support~~due to the ~~increase~~payment inof ~~business~~accrued ~~volume;~~liabilities ~~and~~that were on our Consolidated Balance Sheet as of September 30, 2025.

•AThe ~~decrease~~cash used in ~~accrued~~the ~~expenses~~above ofitems ~~$316.7~~was ~~million~~offset ~~primarily~~in ~~due~~part toby the ~~payment of accrual liabilities that were on our Consolidated Balance Sheet as of September 30, 2024, including $226.0 million of opioid litigation settlement payments.~~following:

~~During~~•An ~~the~~increase ~~nine~~in ~~months~~accounts ~~ended~~payable ~~June 30,~~of ~~2024,~~$1.3 ~~our~~billion ~~operating~~due ~~activities~~to ~~provided~~the ~~cash~~increase ofin ~~$2.5~~our ~~billion~~inventory balances and ~~was principally~~ the ~~result~~timing of ~~the~~scheduled ~~following:~~payments to our suppliers;

•AnNet ~~increase~~income ~~in accounts payable~~ of $40.16 billion; ~~primarily due to the increase in our inventory balances~~ and ~~the timing of scheduled payments to our suppliers;~~

•~~Net~~Positive ~~income~~non-cash items of $10.5 billion;, which is primarily comprised of a $0.2 billion impairment of assets, including goodwill, depreciation expense of $0.1 billion, and amortization expense of $0.1 billion.

~~•Positive~~During ~~non-cash~~the ~~items~~three ofmonths ~~$897.3~~ended ~~million~~December 31, ~~which~~2024, isour ~~primarily~~operating ~~comprised~~activities ofused ~~amortization~~cash ~~expense~~ of $~~502~~2.17 ~~million~~billion and ~~depreciation~~was ~~expense~~principally the result of ~~$337.0~~the ~~million.~~following:

~~The~~•An ~~cash~~increase ~~provided~~in byinventories ~~the~~of ~~above~~$1.7 ~~items~~billion ~~was~~to ~~offset~~support the increase in ~~part~~business byvolume ~~the~~and ~~following:~~due to seasonal needs;

•An increase in accounts receivable of $3.1.0 billion primarily due to an increase in sales and the timing of scheduled payments from our customers; and

•AnA ~~increase~~decrease in ~~inventories~~accounts payable of $~~835~~0.67 ~~million~~billion toprimarily ~~support~~due to the ~~increase~~timing inof ~~business~~scheduled ~~volume~~payments to our suppliers.

The cash used in the above items was offset in part by the following:

•Net income of $0.5 billion; and

•Positive non-cash items of $0.4 billion, which is primarily comprised of amortization expense of $0.2 billion and depreciation expense of $0.1 billion.

We use days sales outstanding, days inventory on hand, and days payable outstanding to evaluate our working capital performance. The below financial metrics are calculated based upon a quarterly average and can be impacted by the timing of cash receipts and disbursements, which can vary significantly depending upon the day of the week on which the period ends.

Three months endedJune 30,

Nine months endedJune 30,

Three months endedDecember 31,

~~2025~~

~~2024~~

2025

2024

Days sales outstanding

~~27.9~~

~~29.0~~

27.98

2827.98

Days inventory on hand

~~26.8~~

~~25.8~~

27.18

26.80

Days payable outstanding

~~59.0~~

~~60.1~~

59.62

6058.75

Our cash flows from operating activities can vary significantly from period to period based upon fluctuations in our period-end working capital account balances. Any changes to payment terms with a key customer or manufacturer supplier could have a material impact to our cash flows from operations. The addition of any new key customer or the loss of an existing key customer could have a material impact on our cash flows from operations.

Operating cash flows during the three months ended December 31, 2025 included $87.9 million of interest payments and $30.9 million of income tax payments, net of refunds. Operating cash flows during the three months ended December 31, 2024 included $48.8 million of interest payments and $29.5 million of income tax payments, net of refunds.

Capital expenditures in the three months ended December 31, 2025 and 2024 were $119.4 million and $105.9 million, respectively. Significant capital expenditures in the three months ended December 31, 2025 and 2024 included investments relating to the continued expansion and enhancement of our distribution network and various technology initiatives.

We currently expect to invest approximately $900 million in capital expenditures during fiscal 2026. Larger 2026 capital expenditures will include investments relating to the continued expansion and enhancement of our distribution network and various technology initiatives.

In addition to capital expenditures, net cash used in investing activities in the three months ended December 31, 2025 included $0.2 billion for acquisitions. In addition to capital expenditures, net cash used in investing activities in the three months ended December 31, 2024 included $0.2 billion for equity investments.

Net cash provided by financing activities of $43.2 million in the three months ended December 31, 2025 principally resulted from the $0.3 billion of net borrowings under our revolving credit facilities to cover seasonal, short-term working capital needs, offset in part by $0.1 billion in cash dividends paid on our common stock and $0.1 billion in purchases of our common stock related to employee tax withholdings related to restricted share vesting.

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Net cash provided by financing activities of $3.2 billion in the three months ended December 31, 2024 principally resulted from the $2.0 billion of net borrowings under our revolving credit facilities to cover seasonal, short-term working capital needs and the $1.8 billion issuance of senior notes to finance a portion of the acquisition of RCA, offset in part by $0.4 billion in purchases of our common stock and $0.1 billion in cash dividends paid on our common stock.

Debt and Credit Facility Availability

The following table illustrates our debt structure as of December 31, 2025, including availability under the multi-currency revolving credit facility, the receivables securitization facility, the money market facility, the working capital credit facility, and the Alliance Healthcare debt:


(in thousands)	Outstanding Balance		Additional Availability
Fixed-Rate Debt:
$750,000, 3.450% senior notes due 2027	$	748,360	$	—
$500,000, 4.625% senior notes due 2027	497,615		—
€500,000, 2.875% senior notes due 2028	584,652		—
$600,000, 4.850% senior notes due 2029	596,804		—
$500,000, 2.800% senior notes due 2030	497,327		—
$1,000,000, 2.700% senior notes due 2031	994,118		—
€500,000, 3.625% senior notes due 2032	582,335		—
$500,000, 5.125% senior notes due 2034	495,251		—
$700,000, 5.150% senior notes due 2035	695,048
$500,000, 4.250% senior notes due 2045	495,846		—
$500,000, 4.300% senior notes due 2047	494,154		—
Nonrecourse debt	52,181		—
Total fixed-rate debt	6,733,691		—

Variable-Rate Debt:
Multi-currency revolving credit facility due in 2030	220,000		4,280,000
Receivables securitization facility due in 2028	—		1,500,000
Term loan due in 2027	799,177		—
Money market facility due in 2027	—		750,000
Working capital credit facility due in 2026	—		500,000
Alliance Healthcare debt	70,507		655,665
Nonrecourse debt	98,360		—
Total variable-rate debt	1,188,044		7,685,665
Total debt	$	7,921,735	$	7,685,665

We had a $4.5 billion multi-currency senior unsecured revolving credit facility (“Multi-Currency Revolving Credit Facility”) with a syndicate of lenders. In January 2026, we amended and restated the Multi-Currency Revolving Credit Facility to increase the aggregate amount of the commitments under this facility to $5.5 billion. The Multi-Currency Revolving Credit Facility is scheduled to expire in June 2030. Interest on borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon our debt rating. We pay facility fees to maintain the availability under the Multi-Currency Revolving Credit Facility at specified rates based on our debt rating. We may choose to repay or reduce our commitments under the Multi-Currency Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of subsidiaries and asset sales, with which we were compliant as of December 31, 2025.

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~~Our~~ We ~~cash~~have ~~flows~~a ~~from~~$4.5 billion ~~operating~~commercial ~~activities~~paper ~~can~~program. ~~vary~~The ~~significantly~~commercial ~~from~~paper ~~period~~program todoes ~~period~~not ~~based~~increase ~~upon~~our ~~fluctuations~~borrowing incapacity, and it is fully backed by our ~~period~~Multi-~~end~~Currency ~~working~~Revolving ~~capital~~Credit ~~account balances~~Facility. ~~Any~~We ~~changes~~may, from time to ~~payment~~time, ~~terms~~issue ~~with~~short-term apromissory ~~key~~notes ~~customer~~in oran ~~manufacturer~~aggregate ~~supplier~~amount ~~could~~of ~~have~~up ato ~~material~~$4.5 billion ~~impact~~at toany ~~our~~one ~~cash~~time. Amounts ~~flows~~available under the program may be borrowed, repaid, and re-borrowed from ~~operations.~~time to time. The ~~addition~~maturities ofon ~~any~~the ~~new~~notes ~~customer~~will orvary but may not exceed 365 days from the ~~loss~~date of anissuance. The ~~existing~~notes ~~customer~~will ~~could~~bear ~~have~~interest, aif ~~material~~interest ~~impact~~bearing, onor ~~our~~will ~~cash~~be ~~flows~~sold at a discount from ~~operations~~their face amounts. There were $220.0 million of borrowings outstanding under the commercial paper program as of December 31, 2025 and none outstanding as of September 30, 2025.

~~Operating~~We ~~cash~~have ~~flows~~a ~~during~~$1.5 billion ~~the~~receivables ~~nine~~securitization ~~months~~facility ~~ended~~(“Receivables ~~June~~Securitization 30Facility”), ~~2025~~which ~~included~~is ~~$263~~scheduled to expire in June 2028.1 ~~million~~The ofReceivables ~~interest~~Securitization ~~payments~~Facility ~~and~~has an accordion feature that allows us to increase the commitment on the Receivables Securitization Facility by up to $~~421~~500 million, subject to lender approval.4 ~~million~~Interest ofrates ~~income~~are ~~tax~~based ~~payments~~on prevailing market rates for short-term commercial paper or 30-day Term SOFR, ~~net~~plus ofa ~~refunds~~program fee. ~~Operating~~We ~~cash~~pay ~~flows~~a ~~during~~customary unused fee at prevailing market rates, monthly, to maintain the ~~nine~~availability ~~months~~under ~~ended~~the ~~June~~Receivables Securitization Facility. 30The Receivables Securitization Facility contains similar covenants to the Multi-Currency Revolving Credit Facility, ~~2024~~with ~~included~~which ~~$197.7~~we ~~million~~were ofcompliant ~~interest~~as ~~payments~~of ~~and~~December 31, ~~$408~~2025.9 ~~million~~There ofwere ~~income~~no ~~tax~~borrowings ~~payments,~~outstanding ~~net~~under the Receivables Securitization Facility as of ~~refunds~~December 31, 2025 and September 30, 2025.

~~Capital~~In ~~expenditures~~connection inwith the ~~nine~~Receivables ~~months~~Securitization ~~ended~~Facility, ~~June~~AmerisourceBergen ~~30,~~Drug ~~2025~~Corporation and ~~2024~~a ~~were~~specialty ~~$418.2~~distribution ~~million~~subsidiary ~~and~~sell ~~$304.8~~on ~~million,~~a ~~respectively.~~revolving ~~Significant~~basis ~~capital~~certain ~~expenditures~~accounts inreceivable ~~the~~to ~~nine~~Amerisource ~~months~~Receivables ~~ended~~Financial ~~June~~Corporation, 30a wholly-owned special purpose entity, ~~2025~~which ~~included~~in ~~investments~~turn ~~relating~~sells toa percentage ownership interest in the ~~expansion~~receivables to financial institutions and ~~enhancement~~commercial paper conduits sponsored by financial institutions. AmerisourceBergen Drug Corporation is the servicer of ~~our~~the ~~distribution~~accounts ~~network~~receivable ~~and~~under ~~various~~the ~~technology~~Receivables ~~initiatives~~Securitization Facility. ~~Significant~~As ~~capital~~sold ~~expenditures~~receivables inare collected, additional receivables may be sold up to the ~~nine~~maximum ~~months~~amount ~~ended~~available ~~June 30,~~under ~~2024~~the ~~included~~facility. ~~investments~~We inuse ~~various~~the ~~technology~~facility ~~initiatives~~as a financing vehicle because it generally offers an attractive interest rate relative to other financing sources. We securitize our trade accounts, ~~including~~which ~~technology~~are ~~investments~~generally atnon-interest ~~Alliance~~bearing, ~~Healthcare~~in transactions that are accounted for as borrowings.

We ~~currently~~have ~~expect~~an uncommitted, unsecured line of credit available to ~~invest~~us ~~approximately~~pursuant to a money market credit agreement (the “Money Market Facility”) that allows us to request short-term unsecured revolving credit loans in a principal amount not to exceed $~~600~~500 million inon ~~capital~~or ~~expenditures~~after ~~during~~April ~~fiscal~~1 ~~2025.~~and ~~Larger~~before ~~2025~~December ~~capital~~1 ~~expenditures~~of ~~will~~any ~~include~~year ~~investments~~and ~~relating~~increases to ~~the~~$750 million ~~expansion~~on or after December 1 and ~~enhancement~~before March 31 of ~~our~~any ~~distribution~~year. ~~network~~The ~~and~~Money ~~various~~Market ~~technology~~Facility ~~initiatives~~may be decreased or terminated by the bank or us at any time without prior notice. There were no borrowings outstanding under the Money Market Facility as of December 31, 2025 and September 30, 2025.

InWe ~~addition~~have an uncommitted, unsecured line of credit to support our working capital ~~expenditures,~~needs ~~net~~(“Working ~~cash~~Capital ~~used~~Credit inFacility”). ~~investing~~The ~~activities~~Working inCapital Credit Facility provides us with the ~~nine~~ability ~~months~~to ~~ended~~request ~~June 30~~short-term, ~~2025~~unsecured ~~included~~revolving credit loans from time to time in a principal amount not to exceed $3500 million.9 ~~billion~~The ~~for~~Working ~~the~~Capital ~~acquisition~~Credit ofFacility ~~RCA~~expires in July 2026 and ~~$193~~may be decreased or terminated by the bank or us at any time without prior notice.8 ~~million~~There ~~for~~were ~~equity~~no ~~investments~~borrowings outstanding under the Working Capital Credit Facility as of December 31, 2025 and September 30, 2025.

~~Net~~In ~~cash~~January ~~provided~~2026, bywe ~~financing~~entered ~~activities~~into inan ~~the~~agreement ~~nine~~pursuant ~~months~~to ~~ended~~which ~~June 30,~~we ~~2025~~obtained ~~principally~~a ~~resulted from the~~ $1.8 5 billion ~~issuance~~delayed ofdraw senior ~~notes~~unsecured ~~and~~term ~~$1.5~~loan ~~billion~~facility of(“Multi-Year ~~term~~Term ~~loan~~Loan ~~borrowings~~Facility”) towith ~~finance~~ a ~~portion~~syndicate of ~~the~~lenders ~~acquisition~~consisting of ~~RCA,~~a as$500 million ~~well~~tranche as(“Tranche ~~the~~One”) ~~issuance~~and ofa €$1.0 billion oftranche ~~senior~~(“Tranche ~~notes~~Two”). ~~that~~Tranche ~~were~~One ~~used~~and ~~for~~Tranche ~~general~~Two ~~corporate~~mature ~~purposes.~~two ~~All~~years ofand ~~the~~three ~~above~~years, ~~were~~respectively, ~~offset~~from inFebruary ~~part~~2, by2026, the ~~repayment~~date ofon ~~our~~which ~~$500~~it ~~million~~was ~~of 3~~drawn.~~250%~~ ~~senior~~The ~~notes~~Multi-Year ~~that~~Term ~~matured~~Loan inFacility ~~March~~was ~~2025,~~used ~~$435.5 million~~to infinance ~~purchases~~a portion of ~~our~~the ~~common~~acquisition ~~stock,~~of ~~$329.6 million~~OneOncology in(see ~~cash~~Note ~~dividends~~13 ~~paid~~of onthe ~~our~~Consolidated ~~common~~Notes ~~stock,~~to ~~and~~Financial ~~$200 million of term loan repayments~~Statements).

~~Net~~The ~~cash~~Multi-Year ~~used~~Term inLoan ~~financing~~Facility ~~activities~~will inbear ~~the~~interest ~~nine~~at ~~months~~a ~~ended~~rate ~~June~~equal 30to either a Term SOFR rate or a Daily Simple SOFR rate, ~~2024~~plus ~~principally~~an ~~resulted~~applicable ~~from~~margin, ~~$986.4 million~~or ~~purchases~~an ofalternate ~~our~~base ~~common~~rate, ~~stock~~plus an applicable margin, ~~the~~in ~~repayment~~each ofcase ~~our~~based ~~$500~~on ~~million~~our ofpublic 3debt ratings.~~400%~~ ~~senior~~We ~~notes~~have also agreed to pay a fee that ~~matured~~will, incommencing ~~May~~on ~~2024~~April 1, ~~and~~2026, ~~$315.2 million~~accrue inat ~~cash~~specified ~~dividends~~rates ~~paid~~based on our ~~common~~public ~~stock~~debt ratings, ~~offset~~on inthe ~~part~~daily byamount of unused commitments under the ~~issuance~~Multi-Year ofTerm ~~our~~Loan ~~$500~~Facility. ~~million~~We ofhave ~~senior~~the ~~notes~~right to prepay borrowings under the Multi-Year Term Loan Facility at any time, in ~~February~~whole ~~2024~~or in part and without premium or penalty. We may also choose to reduce our commitments under the Multi-Year Term Credit Facility at any time.

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~~Debt~~In ~~and~~January ~~Credit~~2026, we entered into an agreement pursuant to which we obtained a $3.0 billion delayed draw senior unsecured term loan facility (the “364-Day Term Loan Facility”) ~~Availability~~with a syndicate of lenders, which matures 364 days from February 2, 2026, the date on which it was drawn. The 364-Day Term Loan Facility was used to finance a portion of the acquisition of OneOncology.

~~The~~Interest ~~following~~on ~~table~~borrowings ~~illustrates~~under the 364-Day Term Loan Facility will accrue at a rate equal to either a Term SOFR or a Daily Simple SOFR, plus an applicable margin or an alternate base rate plus an applicable margin, in each case based on our public debt ~~structure~~ratings. asWe ofhave ~~June 30~~also agreed to pay a fee that will, ~~2025~~commencing on April 1, ~~including~~2026, ~~availability~~accrue at specified rates based on our public debt ratings, on the daily amount of unused commitments under the ~~multi~~364-~~currency~~Day ~~revolving~~Term ~~credit~~Loan ~~facility;~~Facility. We have also agreed to pay a duration fee on the ~~receivables~~outstanding ~~securitization~~commitment ~~facility;~~amount as of May 29, 2026 under the ~~money~~364-Day ~~market~~Term ~~facility;~~Loan ~~and~~Facility. We also have the ~~Alliance~~right ~~Healthcare~~to ~~debt:~~prepay borrowings under the 364-Day Term Loan Facility at any time, in whole or in part and without premium or penalty.

(in thousands)	OutstandingBalance		AdditionalAvailability
Fixed-Rate Debt:
$750,000, 3.450% senior notes due 2027	$	747,940	$	—
$500,000, 4.625% senior notes due 2027	497,003		—
€500,000, 2.875% senior notes due 2028	582,556		—
$600,000, 4.850% senior notes due 2029	596,401		—
$500,000, 2.800% senior notes due 2030	497,022		—
$1,000,000, 2.700% senior notes due 2031	993,558		—
€500,000, 3.625% senior notes due 2032	580,439		—
$500,000, 5.125% senior notes due 2034	494,957		—
$700,000, 5.150% senior notes due 2035	694,771
$500,000, 4.250% senior notes due 2045	495,737		—
$500,000, 4.300% senior notes due 2047	494,021		—
Nonrecourse debt	108,232		—
Total fixed-rate debt	6,782,637		—
Variable-Rate Debt:
Multi-currency revolving credit facility due in 2030	—		4,500,000
Receivables securitization facility due in 2028	—		1,500,000
Term loan due in 2027	1,298,996		—
Money market facility due in 2027	—		100,000
Alliance Healthcare debt	66,677		383,328
Nonrecourse debt	92,176		—
Total variable-rate debt	1,457,849		6,483,328
Total debt	$	8,240,486	$	6,483,328

WeNonrecourse ~~had~~debt ais ~~$2.4~~comprised ~~billion~~of ~~multi~~short-~~currency~~term ~~senior unsecured revolving credit facility ("Multi-Currency Revolving Credit Facility") with a syndicate of lenders, which was scheduled to expire in October 2029. In June 2025, we amended~~ and ~~restated the Multi~~long-~~Currency~~term ~~Revolving~~debt ~~Credit~~belonging ~~Facility~~ to ~~extend~~ the ~~expiration~~Brazil tosubsidiaries ~~June 2030~~ and ~~increase~~is ~~the~~repaid ~~aggregate~~solely ~~amount~~from of the ~~commitments~~Brazil ~~thereunder~~subsidiaries’ tocash ~~$4.5 billion.~~flows ~~Interest~~and onsuch ~~borrowings under the Multi-Currency Revolving Credit Facility accrues at specified rates based upon our~~ debt ~~ratings.~~agreements Weprovide ~~pay~~that ~~facility fees to maintain~~ the ~~availability~~repayment ~~under~~of the ~~Multi-Currency~~loans ~~Revolving~~(and ~~Credit~~interest ~~Facility~~thereon) atis ~~specified~~secured ~~rates~~solely ~~based~~by ~~on our debt rating. We may choose to repay or reduce our commitments under~~ the ~~Multi-Currency~~capital ~~Revolving Credit Facility at any time. The Multi-Currency Revolving Credit Facility contains covenants~~stock, ~~including~~physical ~~compliance with a financial leverage ratio test~~assets, ~~as well as others that impose limitations on~~contracts, ~~among other things, indebtedness of subsidiaries~~ and ~~asset~~cash ~~sales,~~flows ~~with which we were compliant as~~ of ~~June 30, 2025. There were no borrowings outstanding under~~ the ~~Multi-Currency~~Brazil ~~Revolving Credit Facility as of June 30, 2025 and September 30, 2024~~subsidiaries.

WeShare ~~have~~Purchase aPrograms commercial paper program, which does not increase our borrowing capacity, that is fully backed by our Multi-Currency Revolving Credit Facility. We may, from time to time, issue short-term promissory notes in an aggregate amount of up to $3.4 billion at any one time. Amounts available under the program may be borrowed, repaid, and re-borrowed from time to time. The maturities on the notes will vary but may not exceed 365 days from the date of issuance. The notes will bear interest, if interest bearing, or will be sold at a discount from their face amounts. There were no borrowings outstanding under the commercial paper program as of June 30, 2025 and September 30, 2024.Dividends

In ~~November~~March 2024, weour ~~entered~~Board ~~into~~of anDirectors ~~agreement pursuant to which we obtained a $1.0 billion senior unsecured revolving credit facility~~ (the ~~"364-Day Revolving Credit Facility"~~“Board”) ~~with~~authorized a ~~syndicate~~share ofrepurchase ~~lenders,~~program ~~which~~allowing ~~was~~us ~~scheduled~~ to ~~expire~~purchase ~~364~~up ~~days~~to ~~after~~$2.0 ~~the~~billion ~~January~~of 2,our ~~2025~~outstanding ~~closing~~shares of ~~the~~common ~~RCA acquisition~~stock, ~~the~~subject ~~date~~to onmarket ~~which~~conditions. ~~borrowings~~In ~~under~~the ~~this~~three ~~facility~~months ~~became~~ended ~~available~~December 31, to2025, ~~us.~~we Indid ~~June~~not ~~2025,~~purchase inany ~~conjunction~~shares ~~with~~of ~~the~~our ~~amendment~~common tostock. ~~the~~As ~~Multi-Currency~~of ~~Revolving~~December 31, ~~Credit Facility~~2025, we ~~terminated~~had ~~the~~$882.2 ~~364-Day~~million ~~Revolving~~of ~~Credit~~availability ~~Facility~~under this program.

In November 2025, our Board increased the quarterly dividend paid on common stock by 9% from $0.55 per share to $0.60 per share. We anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remains within the discretion of our Board of Directors and will depend upon future earnings, financial condition, capital requirements, and other factors.

Commitments and Obligations

As discussed and defined in Note 9 of the Notes to Consolidated Financial Statements, on July 21, 2021, it was announced that we and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement. The Distributor Settlement Agreement became effective on April 2, 2022, and as of December 31, 2025, it included 48 of 49 eligible states (the “Settling States”) as well as 99% by population of the eligible political subdivisions in the Settling States. Our accrued litigation liability related to the Distributor Settlement Agreement and an estimate for non-participating government subsidiaries (with whom we have not reached a settlement agreement), as well as other opioid-related litigation for which we have reached settlement agreements on our Consolidated Balance Sheet as of December 31, 2025 is $4.3 billion and is expected to be paid over the next 13 years. We currently estimate that $426.2 million will be paid prior to December 31, 2026. The payment of the aforementioned litigation liability has not and is not expected to have an impact on our ability to pay dividends.

The following is a summary of our contractual obligations for future principal and interest payments on our debt, minimum rental payments on our noncancellable operating leases, and minimum payments on our other commitments as of December 31, 2025:


Payments Due by Period (in thousands)	Debt, Including Interest Payments		Operating Leases		Other Commitments		Total
Within 1 year	$	673,660	$	322,454	$	281,694	$	1,277,808
1-3 years	3,201,071		567,238		518,321		4,286,630
4-5 years	1,518,806		418,846		357,327		2,294,979
After 5 years	4,781,442		674,938		392,331		5,848,711
Total	$	10,174,979	$	1,983,476	$	1,549,673	$	13,708,128

Included in “Other Commitments” in the above table is $685 million to support our U.S. Healthcare Solutions reportable segment’s primary ERP system upgrade and $594 million for other digital transformation projects.

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WeOur ~~had~~liability afor ~~$1.45~~uncertain ~~billion~~tax ~~receivables~~positions ~~securitization~~was ~~facility~~$650.1 million (~~"Receivables~~including ~~Securitization~~interest ~~Facility"~~and penalties), ~~which~~as ~~was~~of ~~scheduled~~December 31, to2025. ~~expire~~This inliability ~~October~~represents ~~2027.~~an Inestimate ~~June~~of ~~2025,~~tax wepositions ~~amended~~that ~~the~~we ~~Receivables~~have ~~Securitization~~taken ~~Facility~~in toour ~~extend~~tax ~~the~~returns ~~expiration~~which tomay ~~June~~ultimately ~~2028,~~not ~~increase~~be ~~the~~sustained ~~size~~upon ofexamination ~~the~~by ~~facility~~taxing ~~to $1~~authorities.5 ~~billion,~~Since ~~and~~the ~~increase~~amount ~~its~~and ~~accordion~~timing ~~feature~~of toany ~~$500~~future ~~million~~cash ~~from~~settlements ~~$250~~cannot ~~million.~~be ~~The~~predicted ~~accordion~~with ~~feature~~reasonable ~~allows~~certainty, ~~us to increase~~ the ~~commitment~~estimated onliability ~~the~~has ~~Receivables~~been ~~Securitization~~excluded ~~Facility~~from upthe toabove ~~$500~~contractual ~~million,~~obligations ~~subject to lender approval~~table. ~~Interest~~Our ~~rates~~liability ~~are based on prevailing market rates~~ for ~~short-term~~uncertain ~~commercial~~tax ~~paper~~positions oras ~~30-day~~of ~~Term SOFR~~December 31, ~~plus~~2025 aprimarily ~~program~~includes ~~fee.~~an Weuncertain ~~pay~~tax abenefit ~~customary~~related ~~unused fee at prevailing market rates, monthly,~~ to ~~maintain~~ the ~~availability~~legal ~~under~~accrual ~~the~~for ~~Receivables~~litigation ~~Securitization~~related ~~Facility. The Receivables Securitization Facility contains similar covenants~~ to the ~~Multi-Currency~~distribution ~~Revolving~~of ~~Credit~~prescription ~~Facility,~~opioid ~~with~~pain ~~which~~medications, ~~we were compliant~~ as ofdisclosed ~~June 30,~~in ~~2025.~~Note ~~There~~9 ~~were~~of ~~no borrowings outstanding under~~ the ~~Receivables~~Notes ~~Securitization~~to ~~Facility~~Consolidated asFinancial ~~of June 30, 2025 and September 30, 2024~~Statements.

~~We have an uncommitted, unsecured line of credit available to us pursuant to a money market credit agreement (the "Money~~ Market Facility"). The Money Market Facility provides us with the ability to request short-term, unsecured revolving credit loans from time to time in a principal amount not to exceed $100 million. The Money Market Facility may be decreased or terminated by the bank or us at any time without prior notice. There were no borrowings outstanding under the Money Market Facility as of June 30, 2025 and ~~September 30, 2024.~~Risks

InWe ~~July~~have ~~2025~~exposure to foreign currency and exchange rate risk from our non-U.S. operations. Our largest exposure to foreign exchange rates exists primarily with the U.K. Pound Sterling, wethe ~~entered~~Euro, ~~into~~the anTurkish ~~uncommitted~~Lira, ~~unsecured~~the ~~line~~Brazilian ofReal, ~~credit~~and the Canadian Dollar. We use forward contracts to ~~support~~hedge ~~our~~against ~~working~~the ~~capital~~foreign ~~needs~~currency ~~("Working~~exchange ~~Capital~~rate ~~Credit~~impact ~~Facility")~~on certain intercompany receivable and payable balances. ~~The~~We ~~Working~~use ~~Capital~~foreign ~~Credit~~currency ~~Facility~~denominated ~~provides~~debt usheld ~~with~~at the ~~ability~~parent level to ~~request~~offset ~~short-term,~~a ~~unsecured~~portion ~~revolving~~of ~~credit~~our ~~loans~~foreign ~~from~~currency ~~time~~exchange torate ~~time~~exposure on our net investments in aEuro-denominated ~~principal~~subsidiaries. ~~amount~~We ~~not~~may use derivative instruments to ~~exceed~~hedge ~~$500 million.~~our ~~The~~foreign ~~Working~~currency ~~Capital~~exposure, ~~Credit~~but ~~Facility~~not ~~expires~~for inspeculative ~~July~~or ~~2026~~trading ~~and~~purposes. ~~may~~Revenue befrom ~~decreased~~our orforeign ~~terminated~~operations byduring the ~~bank~~three ormonths usended atDecember 31, ~~any~~2025 ~~time~~was ~~without~~approximately ~~prior~~10% ~~notice~~of our consolidated revenue.

InWe ~~January~~have ~~2025,~~market werisk ~~borrowed~~exposure ~~$1.5 billion~~to oninterest ~~a variable-~~rate ~~term~~fluctuations ~~loan~~relating ~~("Term~~to ~~Loan")~~our ~~that matures in December 2027~~debt. ~~The~~We ~~Term~~manage ~~Loan~~interest ~~was~~rate ~~used~~risk toby ~~finance~~using a ~~portion~~combination of ~~the~~fixed-rate ~~acquisition~~and ofvariable-rate ~~RCA~~debt. The ~~Term~~amount ~~Loan~~of ~~bears interest at a~~ variable-rate ~~equal~~debt tofluctuates ~~either~~during anthe ~~adjusted~~year ~~SOFR~~based ~~plus~~on anour ~~applicable~~working ~~margin~~capital orrequirements. We anhad ~~alternate base rate plus an applicable margin~~$1.2 ~~The~~billion ~~margins~~of ~~are~~variable-rate ~~based~~debt onoutstanding ~~our~~as ~~public~~of ~~debt~~December 31, ~~ratings~~2025. ~~The~~We ~~Term~~periodically ~~Loan~~evaluate ~~contains~~financial ~~similar~~instruments ~~covenants~~ to ~~the~~manage ~~Multi-Currency~~our ~~Revolving~~exposure ~~Credit~~to ~~Facility.~~fixed Weand ~~have~~variable ~~the~~interest ~~right~~rates. However, tothere ~~prepay~~are ~~the~~no ~~borrowings~~assurances ~~under~~that ~~the~~such ~~Term~~instruments ~~Loan~~will atbe ~~any~~available ~~time,~~ in ~~whole~~the orcombinations inwe ~~part~~want and ~~without premium~~ /or ~~penalty.~~on ~~Through~~terms ~~June~~acceptable ~~30,~~to ~~2025,~~us. There wewere ~~elected~~no tosuch ~~make~~financial ~~early~~instruments ~~principal~~in ~~payments~~effect as of ~~$200~~December ~~million~~31, ~~on the Term Loan~~2025.

InWe ~~December~~also ~~2024,~~have wemarket ~~issued~~risk ~~$500 million~~exposure ofto ~~4.625%~~interest ~~senior~~rate ~~notes~~fluctuations ~~due~~relating into ~~December~~our ~~2027~~cash ~~(the~~and ~~"2027~~cash ~~Notes"), $600~~equivalents. ~~million~~We ofhad 4$1.~~850%~~8 ~~senior~~billion ~~notes due~~ in ~~December~~cash ~~2029~~and ~~(the~~cash ~~"2029~~equivalents ~~Notes"),~~as ~~and~~of ~~$700~~December ~~million~~31, ~~of 5~~2025.~~150%~~ ~~senior notes due in February 2035 (the "2035 Notes").~~ The ~~2027~~unfavorable ~~Notes~~impact ~~were sold at 99.815%~~ of ~~the~~a ~~principal~~hypothetical ~~amount~~decrease ~~with~~in aninterest ~~effective~~rates ~~yield~~on ofcash ~~4.634%.~~and ~~The~~cash ~~2029~~equivalents ~~Notes~~would ~~were~~be ~~sold~~partially atoffset ~~99.968%~~by of the ~~principal~~favorable ~~amount~~impact ~~with an effective yield~~ of ~~4.852%.~~such ~~The~~a ~~2035~~decrease ~~Notes~~on ~~were~~variable-rate ~~sold at 99~~debt.~~945%~~ ofFor ~~the~~every ~~principal~~$100 million ~~amount with an effective yield~~ of ~~5.153%.~~cash ~~Interest~~invested onthat ~~the 2027 Notes and the 2029 Notes~~ is ~~payable semi-annually~~ in ~~arrears~~excess onof ~~June~~variable-rate ~~15 and December 15~~debt, ~~which~~a ~~began~~10-basis onpoint ~~June~~decrease ~~15, 2025. Interest on the 2035 Notes is payable semi-annually~~ in ~~arrears~~interest onrates ~~February~~would 15increase ~~and~~our ~~August~~annual ~~15,~~net ~~which~~interest ~~began~~expense onby ~~February 15, 2025~~$0. ~~We used the proceeds from the 2027 Notes, the 2029 Notes, and the 2035 Notes to finance a portion of the acquisition of RCA~~1 million.

InDeterioration ~~May~~of ~~2025,~~general weeconomic ~~issued~~conditions, ~~€500 million~~among ofother ~~2.875%~~factors, ~~senior~~could ~~notes~~adversely ~~due~~affect ~~in May 2028 (~~the ~~"2028~~number ~~Notes")~~of ~~and~~prescriptions ~~€500 million~~that ofare ~~3.625%~~filled ~~senior~~and ~~notes~~the ~~due~~amount inof ~~May~~pharmaceutical ~~2032~~products ~~(the~~purchased ~~"2032~~by ~~Notes").~~consumers ~~The~~and, ~~2028~~therefore, ~~Notes~~could ~~were~~reduce ~~sold~~purchases atby 99our customers.~~960%~~ ofIn ~~the~~addition, ~~principal~~volatility ~~amount~~in ~~with~~financial anmarkets ~~effective~~and ~~yield~~higher ofborrowing ~~2.876%.~~costs ~~The~~may ~~2032~~also ~~Notes~~negatively ~~were~~impact ~~sold~~our atcustomers’ ~~99.757%~~ability ofto ~~the~~obtain ~~principal~~credit ~~amount~~to ~~with~~finance antheir ~~effective~~businesses ~~yield~~on ofacceptable 3terms.~~634%.~~ ~~Interest~~Reduced onpurchases ~~the~~by ~~2028~~our ~~Notes~~customers ~~and~~or ~~the~~changes ~~2032~~in ~~Notes~~the isability ~~payable~~of ~~annually~~our incustomers ~~arrears~~to ~~beginning~~remit onpayments ~~May~~to ~~22,~~us ~~2026.~~could Weadversely ~~used~~affect ~~the~~our ~~proceeds~~revenue ~~from~~growth, ~~the~~our ~~2028~~profitability, ~~Notes~~ and ~~the~~our ~~2032~~cash ~~Notes~~flow ~~for~~from ~~general corporate purposes~~operations.

InInflation ~~March~~in ~~2025,~~the ~~our~~global ~~$500~~and ~~million~~U.S. ofeconomies 3has impacted certain operating expenses.~~250%~~ ~~senior~~If ~~notes~~inflation ~~matured~~persists or increases, our operations and ~~was~~financial ~~repaid~~results could be adversely affected, particularly in certain global markets.

~~Alliance~~We ~~Healthcare~~have ~~debt~~risks isfrom ~~comprised~~other ofgeopolitical ~~uncommitted~~trends ~~revolving~~and ~~credit~~events, ~~facilities~~such as rising nationalism, the conflict in ~~various~~Ukraine, ~~currencies~~and ~~with~~evolving ~~various~~conditions ~~rates~~in the Middle East. ~~These~~Although ~~facilities~~the long-term implications of these conflicts are ~~used~~difficult to ~~fund~~predict ~~its~~at ~~working~~this ~~capital~~time, ~~needs~~the financial impact of these conflicts has not been material to our financial results.

Nonrecourse debt is comprised of short-term and long-term debt belonging to the Brazil subsidiaries and is repaid solely from the Brazil subsidiaries' cash flows and such debt agreements provide that the repayment of the loans (and interest thereon) is secured solely by the capital stock, physical assets, contracts, and cash flows of the Brazil subsidiaries.

Share Purchase Programs and Dividends

In March 2024, our Board of Directors authorized a share repurchase program allowing us to purchase up to $2.0 billion of our outstanding shares of common stock, subject to market conditions. In the nine months ended June 30, 2025, we purchased $435.4 million of our common stock. As of June 30, 2025, we had $882.2 million of availability under this program.

In November 2024, our Board of Directors increased the quarterly dividend paid on common stock by 8% from $0.51 per share to $0.55 per share. We anticipate that we will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remains within the discretion of our Board of Directors and will depend upon future earnings, financial condition, capital requirements, and other factors.

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Commitments and Obligations

As discussed and defined in Note 9 of the Notes to Consolidated Financial Statements, on July 21, 2021, it was announced that we and the two other national pharmaceutical distributors had negotiated a Distributor Settlement Agreement. The Distributor Settlement Agreement became effective on April 2, 2022, and as of June 30, 2025, it included 48 of 49 eligible states (the "Settling States") as well as 99% by population of the eligible political subdivisions in the Settling States. Our accrued litigation liability related to the Distributor Settlement Agreement and an estimate for non-participating government subsidiaries (with whom we have not reached a settlement agreement), as well as other opioid-related litigation for which we have reached settlement agreements on our Consolidated Balance Sheet as of June 30, 2025 is $4.7 billion and is expected to be paid over the next 14 years. We currently estimate that $416.8 million will be paid prior to June 30, 2026. The payment of the aforementioned litigation liability has not and is not expected to have an impact on our ability to pay dividends.

Payments Due by Period (in thousands)	Debt, Including Interest Payments		Operating Leases		Other Commitments		Total
Within 1 year	$	546,873	$	312,545	$	146,209	$	1,005,627
1-3 years	3,801,016		540,374		118,789		4,460,179
4-5 years	1,491,964		401,837		29,603		1,923,404
After 5 years	4,846,975		652,034		389		5,499,398
Total	$	10,686,828	$	1,906,790	$	294,990	$	12,888,608

The 2017 Tax Act requires a one-time transition tax to be recognized on historical foreign earnings and profits. As of June 30, 2025, we expect to pay the remaining $57.9 million related to the transition tax in January 2026. The transition tax commitment is included in "Other Commitments" in the above table.

Our liability for uncertain tax positions was $602.3 million (including interest and penalties) as of June 30, 2025. This liability represents an estimate of tax positions that we have taken in our tax returns which may ultimately not be sustained upon examination by taxing authorities. Since the amount and timing of any future cash settlements cannot be predicted with reasonable certainty, the estimated liability has been excluded from the above contractual obligations table. Our liability for uncertain tax positions as of June 30, 2025 primarily includes an uncertain tax benefit related to the legal accrual for litigation related to the distribution of prescription opioid pain medications, as disclosed in Note 9 of the Notes to Consolidated Financial Statements.

Market and Risks

We have exposure to foreign currency and exchange rate risk from our non-U.S. operations. Our largest exposure to foreign exchange rates exists primarily with the U.K. Pound Sterling, the Euro, the Turkish Lira, the Brazilian Real, and the Canadian Dollar. We use forward contracts to hedge against the foreign currency exchange rate impact on certain intercompany receivable and payable balances. We use foreign currency denominated debt held at the parent level to offset a portion of our foreign currency exchange rate exposure on our net investments in Euro-denominated subsidiaries (see Note 6 of the Notes to Consolidated Financial Statements). We may use derivative instruments to hedge our foreign currency exposure, but not for speculative or trading purposes. Revenue from our foreign operations during the nine months ended June 30, 2025 was approximately 9% of our consolidated revenue.

We have market risk exposure to interest rate fluctuations relating to our debt. We manage interest rate risk by using a combination of fixed-rate and variable-rate debt. The amount of variable-rate debt fluctuates during the year based on our working capital requirements. We had $1.5 billion of variable-rate debt outstanding as of June 30, 2025. We periodically evaluate financial instruments to manage our exposure to fixed and variable interest rates. However, there are no assurances that such instruments will be available in the combinations we want and/or on terms acceptable to us. There were no such financial instruments in effect as of June 30, 2025.

We also have market risk exposure to interest rate fluctuations relating to our cash and cash equivalents. We had $2.2 billion in cash and cash equivalents as of June 30, 2025. The unfavorable impact of a hypothetical decrease in interest rates on cash and cash equivalents would be partially offset by the favorable impact of such a decrease on variable-rate debt. For every $100 million of cash invested that is in excess of variable-rate debt, a 10-basis point decrease in interest rates would increase our annual net interest expense by $0.1 million.

Deterioration of general economic conditions, among other factors, could adversely affect the number of prescriptions that are filled and the amount of pharmaceutical products purchased by consumers and, therefore, could reduce purchases by

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our customers. In addition, volatility in financial markets and higher borrowing costs may also negatively impact our customers' ability to obtain credit to finance their businesses on acceptable terms. Reduced purchases by our customers or changes in the ability of our customers to remit payments to us could adversely affect our revenue growth, our profitability, and our cash flow from operations.

Recent elevated levels of inflation in the global and U.S. economies have impacted certain operating expenses. If elevated levels of inflation persist or increase, our operations and financial results could be adversely affected, particularly in certain global markets.

We have risks from other geopolitical trends and events, such as the ongoing conflicts in Ukraine and between Israel and Hamas. Although the long-term implications of these conflicts are difficult to predict at this time, the impact of these conflicts has not been material to our financial results.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We have no material changes to the disclosures on this matter made in our Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are intended to ensure that information required to be disclosed in the Company’s reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also are intended to ensure that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and have concluded that the Company’s disclosure controls and procedures were effective for their intended purposes as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

During the ~~third~~first quarter of fiscal ~~2025~~2026, there was no change in Cencora, Inc.'’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended ~~June~~December 3031, 2025 that has materially affected, or is reasonably likely to materially affect, the Company'’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

See Note 9 (Legal Matters and Contingencies) of the Notes to Consolidated Financial Statements set forth under Item 1 of Part I of this Quarterly Report on Form 10-Q for the Company’s current description of legal proceedings.

ITEM 1A. Risk Factors

Our significant business risks are described in Item 1A to our Form 10-K for the fiscal year ended September 30, ~~2024~~2025 to which reference is made herein.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month in the fiscal quarter ended ~~June~~December 3031, 2025. See Note 7, "“Stockholders'’ Equity and Earnings per Share,"” contained in "“Notes to Consolidated Financial Statements"” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Period	TotalNumber ofSharesPurchased	Average PricePaid perShare		Total Number ofShares Purchasedas Part of PubliclyAnnouncedPrograms	Approximate DollarValue ofShares that May Yet BePurchasedUnder the Programs
April 1 to April 30	380	$	262.70	—	$	882,238,036
October 1 to October 31	6,847	$	327.91	—	$	882,238,036
May 1 to May 31	56	$	291.24	—	$	882,238,036
November 1 to November 30	277,668	$	341.23	—	$	882,238,036
June 1 to June 30	—	$	—	—	$	882,238,036
December 1 to December 31	3,304	$	350.53	—	$	882,238,036
Total	~~436~~287,819			—

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Executive Officer Trading Arrangements

During the three months ended ~~June~~December 3031, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (a "“Rule 10b5-1 trading arrangement"”) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K), except as follows:

Robert P. Mauch, our President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement on ~~May~~December 2316, 2025, pursuant to which he may sell up to 3024,~~577~~287 shares of the Company'’s common stock, including shares to be received upon the exercise of vested stock options, prior to the earlier to occur of ~~February~~October 2730, 2026 or completion of all sales under the plan.

~~Uncommitted~~Elizabeth ~~BNPP~~S. ~~Credit~~Campbell, ~~Facility~~our Executive Vice President and Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement on December 19, 2025, pursuant to which she may sell up to 10,738 shares of the Company's common stock, prior to the earlier to occur of December 18, 2026 or completion of all sales under the plan.

~~The~~James ~~information~~F. ~~set~~Cleary, ~~forth~~our ~~below~~Executive isVice ~~included~~President ~~for~~and ~~the~~Chief ~~purpose~~Financial ofOfficer, ~~providing~~adopted ~~disclosure~~a ~~under~~Rule ~~"Item~~ 10b5-1~~.01~~ -trading ~~Entry~~arrangement ~~into~~on aDecember ~~Material~~19, ~~Definitive~~2025, ~~Agreement"~~pursuant ~~and~~to ~~"Item~~which ~~2.03~~he -may ~~Creation~~sell up to 75,000 shares of athe ~~Direct~~Company's ~~Financial~~common ~~Obligation~~stock, including orshares anto ~~Obligation~~be ~~Under~~received anupon ~~Off-Balance~~the ~~Sheet~~exercise ~~Arrangement~~of vested stock options, prior to the earlier to occur of aDecember ~~Registrant"~~31, 2026 or completion of ~~Form~~all ~~8-K~~sales under the plan.

On July 31, 2025, the Company entered into an Uncommitted Facility Letter and Supplement of Additional Terms, between the Company and BNP Paribas, pursuant to which the Company may request short term unsecured credit loans in a principal amount not to exceed $500 million (the “Uncommitted BNPP Credit Facility”).36

Borrowings under the Uncommitted BNPP Credit Facility may be used for working capital or other general corporate purposes. The Company has the right to prepay borrowings under the Uncommitted BNPP Credit Facility at any time without

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premium or penalty. The Uncommitted BNPP Credit Facility contains certain representations, warranties, covenants and events of default.

BNP Paribas and its affiliates have various relationships with the Company and have in the past provided, and may in the future provide, banking and other financial services to the Company and its affiliates for which they have received and may continue to receive fees and commissions. In particular, BNP Paribas has served as an underwriter and syndication agent and BNP Paribas Securities Corp., an affiliate of BNP Paribas, served as a joint lead arranger and joint bookrunner in connection with past senior note offerings by the Company and may serve similar roles in future securities offerings by the Company. Additionally, BNP Paribas Securities Corp. serves as a joint lead arranger and joint bookrunner and BNP Paribas serves as a syndication agent under our Term Loan Facility dated as of November 26, 2024, as amended by Amendment No. 1 to the Term Credit Agreement, dated June 4, 2025. BNP Paribas Securities Corp. also serves as a syndication agent under our Amended and Restated Credit Agreement dated as of June 4, 2025.

The foregoing description of the Uncommitted BNPP Credit Facility is qualified in its entirety by reference to the Uncommitted Facility Letter and Supplement of Additional Terms, which is filed hereto as Exhibit 10.5 and incorporated herein by reference.

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ITEM 6. Exhibits

(a) Exhibits:

Exhibit Number			Description
4.1			Sixteenth Supplemental Indenture, dated May 22, 2025, by and among the Registrant, U.S. Bank Europe DAC, U.K. Branch and U.S. Bank Trust Company, National Association (including Form of 2.875% Senior Note due 2028) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on May 22, 2025).
10.1			Incremental Facility and Amendment Agreement, dated as of January 12, 2026, among the Registrant, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on January 16, 2026).
4.2			Seventeenth Supplemental Indenture, dated May 22, 2025, by and among the Registrant, U.S. Bank Europe DAC, U.K. Branch and U.S. Bank Trust Company, National Association (including Form of 3.625% Senior Note due 2032) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Registrant on May 22, 2025).
10.2			Term Credit Agreement, dated as of January 12, 2026, among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on January 16, 2026).
10.1			Underwriting Agreement, dated as of May 15, 2025, by and among the Registrant, BNP PARIBAS, Citigroup Global Markets Limited, J.P. Morgan Securities plc and Société Générale, as representatives of the underwriters listed in Schedule 1 thereto (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Registrant on May 19, 2025).
10.3			364-Day Term Credit Agreement, dated as of January 12, 2026, among the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on January 16, 2026).
10.2			Amended and Restated Credit Agreement, dated as of June 4, 2025, among the Registrant, the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on June 6, 2025).
10.3			Amendment No. 1 to Term Credit Agreement, dated as of June 4, 2025, among the Registrant, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on June 6, 2025).
10.4			Twenty-Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2025, among Amerisource Receivables Financial Corporation, as seller, AmerisourceBergen Drug Corporation, as servicer, the Purchaser Agents and Purchasers party thereto, and MUFG Bank, Ltd., as administrator (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on July 3, 2025).
10.5			Uncommitted Facility Letter and Supplement of Additional Terms, dated as of July 31, 2025, by and between the Registrant and BNP Paribas.
31.1			Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2			Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32			Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101			Financial statements from the Quarterly Report on Form 10-Q of Cencora, Inc. for the quarter ended ~~June~~December 3031, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders'’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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 thereunto duly authorized.

			CENCORA, INC.
August 6, 2025			/s/ Robert P. Mauch
February 4, 2026			/s/ Robert P. Mauch
			Robert P. Mauch
			President and Chief Executive Officer
August 6, 2025			/s/ James F. Cleary
February 4, 2026			/s/ James F. Cleary
			James F. Cleary
			Executive Vice President and Chief Financial Officer

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Filing Compare · Cencora, Inc.