8-KOther Events

Cencora, Inc. 8-K Report, Corporate Update (Jun 25, 2019)

Filed June 25, 2019For Securities:COR

Summary

This 8-K filing from Cencora, Inc. (formerly AmerisourceBergen Corporation) reports on the adoption of a pre-arranged stock trading plan by its CEO, Steven H. Collis. The plan, established under Rule 10b5-1, allows Mr. Collis to sell up to 238,859 shares of company stock acquired through the exercise of stock options that expire in November 2020. The trading plan is set to terminate in July 2020 and was adopted during a scheduled open window period, ensuring compliance with insider trading policies and the absence of material non-public information at the time of adoption. Importantly, the filing reassures investors that this plan is designed to maintain Mr. Collis's compliance with the company's executive stock ownership guidelines, which require him to hold stock valued at a minimum of six times his base salary. Even with the maximum potential sales under this plan, his beneficial ownership will remain well above this threshold, supported by his existing 822,256 shares and other equity awards. Mr. Collis does not anticipate a material change in his overall ownership position as a result of these trades.

Key Highlights

  • 1CEO Steven H. Collis has adopted a pre-arranged Rule 10b5-1 trading plan.
  • 2The plan permits the sale of up to 238,859 shares of common stock.
  • 3These shares are to be acquired via the exercise of stock options expiring in November 2020.
  • 4The trading plan is scheduled to conclude on July 6, 2020.
  • 5The adoption occurred during a permissible "open window" period, adhering to insider trading policies.
  • 6The CEO will continue to meet stock ownership guidelines even if all planned sales are executed.
  • 7The CEO does not expect a material change in his overall ownership position.

Frequently Asked Questions

The CEO is selling stock as part of a pre-arranged trading plan (Rule 10b5-1) adopted during an "open window" period when he was not in possession of material non-public information. This type of plan allows executives to diversify or realize gains from stock options in a structured and compliant manner, especially as their options approach expiration.

No, the filing explicitly states that even if the CEO sells the maximum number of shares permitted under this plan, he will continue to meet the company's executive stock ownership guidelines, which require him to hold stock valued at least six times his base salary. His current holdings and other equity awards ensure compliance.

Generally, Rule 10b5-1 plans are not indicative of a negative outlook. They are often used for estate planning, diversification, or to exercise options before they expire. The filing emphasizes that the plan was adopted during a permissible trading window and that the CEO's overall ownership position is not expected to change materially.

Transactions made under this Rule 10b5-1 plan will be publicly disclosed by the company through Form 4 filings with the Securities and Exchange Commission, which are typically filed within two business days of each transaction.