8-KRegulation FDOther EventsExhibits & Filings

Cencora, Inc. 8-K Report, Regulation FD Disclosure (Feb 18, 2026)

Filed February 18, 2026For Securities:COR

Summary

Cencora, Inc. (COR) has announced a significant strategic transaction involving its animal health business, MWI Animal Health. The company has entered into a definitive agreement to merge MWI with Covetrus, Inc. This transaction, which values MWI at an enterprise value of $3.5 billion, represents a pivotal step in reshaping Cencora's business focus and aims to unlock value for shareholders. The deal structure includes substantial upfront cash and equity in the combined entity, positioning Cencora for potential future upside while divesting a key segment. The merger is expected to provide Cencora with $1.25 billion in upfront cash and significant equity ownership (approximately 34.3%) in the indirect parent of Covetrus, CVET TopCo, LP, through preferred and common units valued at $2.25 billion. This cash infusion will likely bolster Cencora's financial flexibility, while the equity stake offers participation in the growth of the combined animal health business. The transaction is subject to customary closing conditions, including regulatory approvals, and is anticipated to be a key event for Cencora's strategic direction and financial profile.

Key Highlights

  • 1Cencora to merge its animal health business, MWI Animal Health, with Covetrus, Inc.
  • 2MWI Animal Health is valued at an enterprise value of $3.5 billion in the transaction.
  • 3Cencora will receive $1.25 billion in upfront cash proceeds.
  • 4Cencora will receive $2.25 billion in equity consideration in CVET TopCo, LP (preferred and common units).
  • 5Cencora expects to hold approximately 34.3% ownership in CVET TopCo, LP upon closing.
  • 6The transaction is subject to customary closing conditions, including regulatory approvals.
  • 7This divestiture represents a significant strategic shift for Cencora, focusing its portfolio.

Frequently Asked Questions

Cencora will receive $1.25 billion in upfront cash and $2.25 billion in equity in the combined entity, CVET TopCo, LP. This provides immediate liquidity and a stake in the future growth of the animal health business.

Upon closing, Cencora is expected to hold approximately 34.3% ownership of CVET TopCo, LP, the indirect parent company of Covetrus.

The transaction is subject to the satisfaction of customary closing conditions, which include receiving required regulatory approvals.

Yes, the divestiture of MWI Animal Health will likely impact Cencora's future financial statements by removing the assets, liabilities, and results of operations of MWI. Cencora will report its equity interest in CVET TopCo, LP.