Form 4: Cencora CFO Cleary Reports RSU Vesting, Tax-Related Share Sale
Insider Transaction Report
Cencora's Chief Financial Officer, James F. Cleary, reported the vesting of restricted stock units and a subsequent sale of shares to cover tax obligations.
Summary
- James F. Cleary, Cencora's Chief Financial Officer, reported transactions involving the company's common stock and restricted stock units (RSUs).
- On December 15, 2025, 199 shares of common stock were acquired upon the vesting of restricted stock units.
- Concurrently, 199 shares of common stock were disposed of at a price of $350.32 per share to cover FICA obligations and associated income taxes for retirement-eligible employees.
- The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating it was pre-arranged.
- Following these transactions, Mr. Cleary beneficially owns 134,941.3479 shares of common stock and 4,534 restricted stock units.
- The RSUs were part of an original grant received for no consideration, scheduled to vest in three equal installments on November 12, 2026, November 12, 2027, and November 12, 2028. The reported transaction reflects a partial lapsing of restrictions on the installment scheduled to vest on November 12, 2026.
Sentiment
Score: 5
Explanation: The filing reports a routine, pre-planned transaction involving the vesting of restricted stock units and a subsequent sale of shares to cover tax obligations. This is a neutral event, reflecting standard executive compensation practices without indicating any significant positive or negative operational or financial developments.
Positives
- The transaction reflects a routine vesting of previously granted equity compensation, indicating continued alignment of management's interests with shareholders.
- The use of a Rule 10b5-1(c) plan demonstrates pre-planned and transparent execution of equity transactions.
Negatives
- The disposition of shares, while for tax purposes, results in a minor reduction of the CFO's direct shareholding by 199 shares.
Future Outlook
This Form 4 filing does not contain specific forward-looking statements or guidance beyond the pre-scheduled vesting dates for the remaining restricted stock units.
Industry Context
This is a routine insider transaction filing (Form 4) for Cencora's Chief Financial Officer. Such filings are common across all industries for executives receiving equity compensation and managing tax obligations upon the vesting of awards. It does not provide specific industry-wide insights or trends.
Stakeholder Impact
- Shareholders: Minimal direct impact as this is a routine, pre-planned transaction for tax purposes, reflecting the ongoing compensation structure for executives.
- Employees: The transaction relates to equity compensation for a key executive, which is part of the overall employee compensation strategy.
Next Steps
- Remaining restricted stock units are scheduled to vest in installments on November 12, 2026, November 12, 2027, and November 12, 2028.
Key Dates
| Date | Description |
|---|---|
| 12/15/2025 | Date of earliest transaction, involving acquisition and disposition of common stock and vesting of restricted stock units. |
| 11/12/2026 | First installment vesting date for the original RSU grant, with a partial lapsing of restrictions related to the reported transaction. |
| 11/12/2027 | Second installment vesting date for the original RSU grant. |
| 11/12/2028 | Third installment vesting date for the original RSU grant. |
| 12/17/2025 | Signature date of the reporting person's attorney-in-fact. |
Keywords
Cencora, COR, James F. Cleary, Chief Financial Officer, CFO, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Equity Compensation, Stock Vesting, Tax Withholding, Rule 10b5-1
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.