NALLY DENNIS M 4

What Happened

• Dennis M. Nally, a director of Cencora, received two awards of common stock (code A) totaling 655 shares: 98 shares on 2026-01-30 at $359.22 each (value $35,204) and 557 shares on 2026-03-05 at $359.28 each (value $200,119). The combined reported value is $235,323.
• These transactions are awards/grants (compensation), not open-market purchases or sales.

Key Details

• Transaction dates and prices:
  • 2026-01-30: 98 shares @ $359.22 (value $35,204) — footnote F1.
  • 2026-03-05: 557 shares @ $359.28 (value $200,119) — footnote F2.
• Footnotes:
  • F1: 98 shares were issued in lieu of a $35,000 quarterly cash retainer under the company’s Non-Employee Director Compensation Program.
  • F2: 557 shares represent an annual restricted stock unit (RSU) grant received for no consideration; these RSUs vest 100% on the first anniversary of the grant.
• Filing: Form 4 filed 2026-03-09 (accession 0001685596-26-000002). The transactions occurred on 2026-01-30 and 2026-03-05; the Form 4 was filed after the typical 2-business-day window for reporting these trades (i.e., it was late).
• Shares owned after the transactions are not specified in the provided report.

Context

• These awards are part of director compensation (cash-in-lieu and time-based RSUs). Awards and RSUs reflect pay and vesting schedules rather than an immediate market buy or sell intent.
• F2 RSUs are subject to a one-year vesting condition, so they are not freely tradable until vested.