Cencora, Inc. 8-K

What Happened
Cencora, Inc. announced that on February 17, 2026 it entered into a definitive agreement to merge its animal health business, MWI Animal Health, with Covetrus, Inc. The transaction values MWI at an enterprise value of $3.5 billion. Cencora issued a press release on February 18, 2026 (furnished under Regulation FD) and disclosed the deal in an 8-K filing.

Key Details

• Transaction consideration to Cencora: $1.25 billion in upfront cash plus equity in CVET TopCo, LP comprising $800 million in perpetual payment‑in‑kind preferred units and $1.45 billion in common units.
• Post-closing ownership: Cencora expects to hold approximately 34.3% of CVET TopCo, LP.
• Date and approvals: Definitive agreement executed Feb 17, 2026; the deal remains subject to customary closing conditions, including required regulatory approvals.
• Disclosure: Press release dated Feb 18, 2026 was furnished as Exhibit 99.1 in the 8-K.

Why It Matters
The transaction will convert MWI from a wholly owned business into a combination of cash proceeds and a sizeable equity stake in the combined animal‑health entity, which could materially affect Cencora’s liquidity, reported assets, and future earnings exposure to the animal‑health business. The outcome depends on closing conditions and regulatory approvals, so timing and ultimate impact remain subject to change. The filing includes standard forward‑looking statement cautions.