On September 3, 2025, Cencora announced an agreement, subject to court approval, that would resolve the stockholder derivative action Lebanon County Employees' Retirement Fund v. Steven H. Collis et al.

8-KOther EventsFiled Sep 3, 2025Period of report Sep 3, 2025Summary published (UTC) Oct 13, 2026

Key points

AI summary

On September 3, 2025, Cencora announced an agreement, subject to court approval, that would resolve the stockholder derivative action Lebanon County Employees' Retirement Fund v. Steven H. Collis et al.
The company said that if the Court approves the Stipulation, insurance carriers would pay the company $111.3 million, less any attorneys' fees and litigation expenses awarded by the Court to Plaintiffs' counsel. The company added that the Stipulation does not include any admission of liability, and the defendants expressly deny any wrongdoing.
The complaint filed by the Plaintiffs on December 30, 2021 in the Delaware Court of Chancery alleges claims for breach of fiduciary duty arising from the Board's and certain officers' oversight of the Company's controlled substance diversion control programs. The Board established a Special Litigation Committee on January 12, 2024 and delegated to the SLC the Board's full authority with respect to the litigation.
The company said that following a successful mediation conducted on June 24, 2025, the parties reached an agreement in principle on July 28 to settle all claims in the Action, which was notified to the Court, and a Stipulation was filed on August 15. The company added that on August 19, the Court entered a Scheduling Order directing the company to file a Form 8-K with copies of the Stipulation and Notice attached and to post them on the company's website.

Summary

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Analysis scope · Filing body only (exhibits excluded)We analyzed the filing body only. The exhibits exceeded the length limit and were excluded, so figures, financial statements and presentation materials in them were not reviewed.

Stockholder Derivative Action Settlement Announced

On September 3, 2025, Cencora announced an agreement, subject to court approval, that would resolve the stockholder derivative action Lebanon County Employees' Retirement Fund v. Steven H. Collis et al.

Source · Based on the filing body (exhibits excluded)

Insurance Payment Upon Settlement $111.3 million

The company said that if the Court approves the Stipulation, insurance carriers would pay the company $111.3 million, less any attorneys' fees and litigation expenses awarded by the Court to Plaintiffs' counsel. The company added that the Stipulation does not include any admission of liability, and the defendants expressly deny any wrongdoing.

Source · Based on the filing body (exhibits excluded)

Litigation Background and Special Litigation Committee Process

The complaint filed by the Plaintiffs on December 30, 2021 in the Delaware Court of Chancery alleges claims for breach of fiduciary duty arising from the Board's and certain officers' oversight of the Company's controlled substance diversion control programs. The Board established a Special Litigation Committee on January 12, 2024 and delegated to the SLC the Board's full authority with respect to the litigation.

Source · Based on the filing body (exhibits excluded)

Settlement Procedure Timeline

The company said that following a successful mediation conducted on June 24, 2025, the parties reached an agreement in principle on July 28 to settle all claims in the Action, which was notified to the Court, and a Stipulation was filed on August 15. The company added that on August 19, the Court entered a Scheduling Order directing the company to file a Form 8-K with copies of the Stipulation and Notice attached and to post them on the company's website.

Source · Based on the filing body (exhibits excluded)

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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