Cencora Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Dear Fellow Shareholders,

Thank you for your continued investment in Cencora. As we approach our Annual Meeting of Shareholders on March 6, 2025, we are pleased to share some highlights of the Board’s work in fiscal 2024, including planning for the Chief Executive Officer transition, integrating new independent directors, and maintaining an active dialogue with shareholders. We believe that these efforts and the Board’s support of Cencora’s strategic objectives contributed to its fiscal 2024 revenue of $294.0 billion and total shareholder return of 26.2%, and helped position Cencora for continued success in fiscal 2025.

Leadership Transition

A fundamental Board responsibility is succession planning for the Company’s Chief Executive Officer. Over the last several years, the Board has engaged in a deliberate and thoughtful approach to succession planning that culminated in Cencora’s Executive Vice President and Chief Operating Officer, Robert P. Mauch, PharmD, PhD, becoming President and CEO and a member of the Board effective October 1, 2024.

Since joining Cencora in 2007, Bob has been integral to the Company’s transformation into a united, global provider of pharmaceutical-centric healthcare solutions. The Board is confident that Bob has the expertise to lead Cencora in implementing its strategy to drive innovation and operational excellence, expand globally, and deliver differentiated value for our customers, partners and shareholders.

Separately, as Lead Independent Director and on behalf of the Board, I thank Steve for his tremendous contributions to Cencora over his 30-year career, his collaboration and support on the CEO transition, and for his continued leadership as Cencora’s Executive Chairman. For more information on the Board’s planning for the Leadership Transition, please see page 24.

Board Composition

In addition to the two independent directors who joined the Board in the beginning of fiscal 2024, we also welcomed Frank K. Clyburn as a new independent director on October 1, 2024. As a former public company CEO with decades of executive experience, including at leading pharmaceutical manufacturers, Frank brings an impressive combination of skills, experience and personal qualities that will serve our shareholders well. We believe that Frank will help the Board provide effective, independent oversight of the Company’s operations and its strategy to generate long-term, sustainable growth.

As previously announced, Kathi Hyle and Dick Gochnauer are retiring from the Board at this annual meeting. Both Kathi and Dick have been valuable directors and contributed significantly to Cencora’s growth and success. As Chair of our Compensation and Succession Planning Committee, Kathi played a key role in the succession planning for our leadership transition and, as the former Chair of the Finance Committee, Dick was instrumental in helping guide Cencora’s growth into a global enterprise. Throughout their respective tenures each was steadfast in supporting Cencora’s transformation into a purpose-driven company, where all team members are united in their responsibility to create healthier futures. On behalf of the entire Board, we thank Kathi and Dick for their service as directors and trusted advisors. If all the nominees are elected at the annual meeting, the Board will be composed of 11 members, eight of whom are independent and seven of whom have joined in the last five years.

Shareholder Engagement

We appreciate your continued support of Cencora. The Board remains committed to ongoing dialogue with shareholders and values your input. Along with our shareholder engagement efforts, your vote is an important source of feedback. We encourage you to read the information in the proxy statement and the annual report in its entirety.

We respectfully request your support for our voting recommendations at the 2025 Annual Meeting of Shareholders, to be held virtually on Thursday, March 6, 2025, at 3:30 p.m., Eastern Time.

Notice of 2025 Annual Meeting of Shareholders

By order of the Board of Directors,

Kourosh Q. Pirouz

Senior Vice President, Group General Counsel and Corporate Secretary

Conshohocken, Pennsylvania

January 23, 2025

Table of Contents

Cautionary note regarding forward-looking statements

Certain of the statements contained in this proxy statement are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). 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 statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated.

Websites

Website addresses referenced in this proxy statement are intended to be inactive textual references, provided for convenience only, and the content on the referenced websites does not constitute a part of this proxy statement.

As used herein, the terms “Company,” “Cencora,” “we,” “us” or “our” refer to Cencora, Inc., a Delaware corporation and its subsidiaries. Reference to “fiscal 2024,” “fiscal 2023,” and “fiscal 2022” refer to the fiscal years ended September 30, 2024, 2023 and 2022, respectively.