Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Revolving Credit Facility

On January 12, 2026, Cencora, Inc. (the "Company") entered into an Incremental Facility and Amendment Agreement (the "Amendment") to that certain Amended and Restated Credit Agreement (as amended by the Amendment, the "Revolving Credit Agreement"), dated as of June 4, 2025, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendment increased the aggregate amount of the commitments under the Revolving Credit Agreement by $1.0 billion to $5.5 billion.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Multi-Year Term Loan Facility

On January 12, 2026, the Company entered into a Term Credit Agreement (the "Term Credit Agreement"), among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, in connection with the previously announced proposed acquisition (the "Acquisition") of the majority of the outstanding equity interests that the Company does not currently own in OneOncology. The Term Credit Agreement provides for a senior unsecured term loan facility of $1.5 billion consisting of two tranches: (a) $500 million ("Tranche One Loans") and (b) $1.0 billion ("Tranche Two Loans" and together with Tranche One Loans, the "Term Loans"). Tranche One Loans mature two years from the date on which they are drawn. Tranche Two Loans mature three years from the date on which they are drawn. The Company will use the proceeds of the Term Loans to pay a portion of the consideration in respect of the Acquisition, to repay existing debt of OneOncology and to pay fees and expenses incurred in connection therewith. The funding of the Term Loans is subject to customary conditions, including the consummation of the Acquisition.

The Term Loans will bear interest at a rate equal to either a Term SOFR rate or a Daily Simple SOFR rate (each as defined in the Term Credit Agreement), plus an applicable margin, or an alternate base rate, plus an applicable margin, in each case based on the Company's public debt ratings by S&P Global Ratings, Moody's Investors Service, Inc. and Fitch, Inc. Such applicable margins range from 75 basis points to 125 basis points over both the Term SOFR rate and the Daily Simple SOFR rate and 0 basis points to 25 basis points over the alternate base rate, as determined in accordance with the provisions of the Term Credit Agreement. The Company has also agreed to pay a ticking fee that will, commencing on April 1, 2026, accrue at specified rates based on the Company's public debt ratings, ranging from 5.5 basis points to 15 basis points on the daily amount of unused commitments under the Term Credit Agreement. The Company has the right to prepay the Term Loans at any time, in whole or in part and without premium or penalty (other than, if applicable, any breakage costs). The Company may also choose to reduce its commitments under the Term Credit Agreement at any time.

The covenants contained in the Term Credit Agreement are substantially similar to the covenants contained in the Revolving Credit Agreement. The Term Credit Agreement includes limitations on indebtedness of subsidiaries, liens, fundamental changes and asset sales and a covenant requiring compliance with a financial leverage ratio not to exceed 4.00 to 1.00 as of the last day of any fiscal quarter (which may be increased to 4.50 to 1.00 at the Company's election as of the last day of any fiscal quarter during which the Company closes a material acquisition). The Term Credit Agreement also contains customary events of default (which are in some cases subject to certain exceptions, thresholds and grace periods) including, but not limited to, nonpayment of principal and interest, failure to perform or observe covenants, breaches of representations and warranties and certain bankruptcy-related events.

The foregoing description of the Term Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Credit Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

364-Day Term Credit Facility

On January 12, 2026, the Company entered into a Credit Agreement (the "364-Day Term Credit Agreement"), among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, in connection with the Acquisition.

The 364-Day Term Credit Agreement provides for a senior unsecured term loan facility of $3.0 billion (the "364-Day Term Loan"). The 364-Day Term Loan matures 364 days from the date on which it is drawn. The Company will use the proceeds of the 364-Day Term Loan to pay a portion of the consideration in respect of the Acquisition, to repay existing debt of OneOncology and to pay fees and expenses incurred in connection therewith. The funding of the 364-Day Term Loan is subject to customary conditions, including the consummation of the Acquisition.