Cleary James F 4

What Happened

• James F. Cleary, Chief Financial Officer of Cencora, had 12,623 restricted stock units (RSUs) vest on March 11, 2026. The RSUs converted to common stock (reported as derivative conversions).
• To satisfy tax withholding, 5,409 of those shares were surrendered/disposed at an implied price of $350.30 per share for a total tax withholding value of $1,894,773. The net shares retained after withholding were 7,214 (12,623 − 5,409), with an approximate net value of $2,527,064 based on the $350.30 price.

Key Details

• Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely filing).
• Reported prices and values: withholding price $350.30; tax-withheld shares 5,409 → $1,894,773. Gross value of vested RSUs ≈ $4,421,837.
• Transaction codes: M = conversion of derivative (RSU vesting/settlement); F = payment of tax liability via share withholding.
• Shares owned after the transaction: not specified in the provided filing.
• Footnotes: F1 — RSUs granted for no consideration that vested 3/11/2026. F2 — 5,409 shares surrendered to satisfy tax withholding.

Context

• This was not an open-market purchase or sale for investment cash proceeds but a routine RSU vesting with share withholding to cover taxes (a common practice). Such withholding transactions are administrative and do not necessarily indicate a change in the insider’s market view.