8-KOther Events

Cencora, Inc. 8-K Report, Corporate Update (Dec 16, 2022)

Filed December 16, 2022For Securities:COR

Summary

This 8-K filing from Cencora, Inc. (formerly AmerisourceBergen Corporation) reports on a pre-arranged stock trading plan adopted by its Chairman, President, and CEO, Steven H. Collis. The plan, established under Rule 10b5-1, allows Mr. Collis to sell up to 169,492 shares of common stock through the exercise of vested stock options set to expire in November 2024. The plan is designed to comply with insider trading regulations, ensuring sales occur when Mr. Collis is not in possession of material non-public information. Despite the potential sales, the filing emphasizes that Mr. Collis will continue to meet the company's executive stock ownership guidelines, which require a significant portion of his compensation to be held in company stock. The adoption of this plan is a standard procedure for executives managing their stock holdings and is intended to provide liquidity and diversification in a structured manner. Investors should note that specific transactions under this plan will be reported on subsequent Form 4 filings.

Key Highlights

  • 1CEO Steven H. Collis adopted a Rule 10b5-1 stock trading plan.
  • 2The plan permits the sale of up to 169,492 shares of common stock.
  • 3Sales will be executed through the exercise of vested stock options expiring November 15, 2024.
  • 4The plan is effective until December 29, 2023, unless terminated earlier.
  • 5Mr. Collis will remain compliant with the company's executive stock ownership guidelines.
  • 6The plan was adopted during a scheduled open window period under the company's insider trading policy.
  • 7Individual transactions will be publicly disclosed via Form 4 filings.

Frequently Asked Questions

A Rule 10b5-1 trading plan is a pre-arranged plan that allows company insiders, like executives, to buy or sell company stock at a predetermined time, regardless of whether they are in possession of material non-public information at the time of the trade. It is designed to protect insiders from accusations of illegal insider trading by establishing a clear trading strategy in advance.

The CEO is selling stock as part of a pre-arranged trading plan to exercise vested stock options that are set to expire. This plan allows for diversification and liquidity in a structured and compliant manner, ensuring he continues to meet company ownership guidelines.

The filing states that Mr. Collis does not expect sales under this plan to materially change his overall ownership position. He will continue to meet the company's executive stock ownership guidelines, which require holding a substantial amount of stock relative to his base salary.

Specific transactions made under this 10b5-1 plan will be publicly disclosed by Cencora, Inc. through Form 4 filings with the Securities and Exchange Commission.