Walgreens Boots Alliance, Inc. - 06 Feb 2025 Form 4 Insider Report for Cencora, Inc. (COR)

Footnote F1

Represents a block sale pursuant to Rule 144 under the Securities Act of 1933, as amended, to an unaffiliated financial institution by Walgreens Boots Alliance Holdings LLC (the "Block Sale").

Footnote F2

On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts").

Footnote F3

The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts.

Footnote F4

The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts.

Footnote F5

While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31.

Footnote F6

While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66.

Footnote F7

Represents a sale in a private transaction to the Issuer by Walgreens Boots Alliance Holdings LLC.

Footnote F8

As previously disclosed, including in the Schedule 13D filed by Walgreen Co. ("Walgreens") and others on April 15, 2014, as amended on January 16, 2015, January 25, 2016, March 22, 2016, August 25, 2016, November 14, 2016, January 6, 2021, June 3, 2021, May 12, 2022, August 4, 2022, November 9, 2022, December 12, 2022, May 15, 2023, June 20, 2023, August 7, 2023, November 14, 2023, February 9, 2024, August 5, 2024 and August 20, 2024 (the "Walgreens Schedule 13D"), the Form 8-K filed by the Issuer on March 20, 2013, the Form 8-K filed by Walgreens on March 20, 2013, the Form 8-K filed by the Reporting Person on June 4, 2021 and the Form 8-K filed by the Issuer on June 2, 2021, the shares referenced in this Form 4 were acquired in accordance with the Framework Agreement, dated as of March 18, 2013 among Walgreens, Alliance Boots GmbH and the Issuer.

Footnote F9

The Contracts were held by Counterparty and the Settlement Agreements were entered into by Counterparty.

Footnote F10

As described in the Walgreens Schedule 13D, WBA Investments, Inc., a direct wholly-owned subsidiary of the Reporting Person and the sole member of Counterparty, may also be deemed to beneficially own the securities reported in this Form 4.