false 0001140859

 0001140859

 2024-02-21
 2024-02-21

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, DC
20549

 FORM 8-K

 CURRENT REPORT

 Pursuant to Section 13 or 15(d)

 of the Securities Exchange Act of 1934

 Date
of Report (Date of earliest event reported): February 21, 2024

 Cencora, Inc.

 (Exact
name of registrant as specified in its charter)

 Commission File Number: 1-6671

 Delaware

 23-3079390

 (State or other jurisdiction
of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 West First Avenue Conshohocken PA

 19428-1800

 (Address of principal
executive offices)

 (Zip Code)

 ( 610) 727-7000

 (Registrant's telephone number, including
area code)

 Not Applicable

 (Former name or former address, if changed since
last report.)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name
 of exchange on which registered

 Common stock

 COR

 New York Stock Exchange (NYSE)

 Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company

 If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.

 Item 1.05
 Material Cybersecurity Incidents.

 On February 21, 2024, Cencora, Inc. (the "Company"),
learned that data from its information systems had been exfiltrated, some of which may contain personal information. Upon initial detection
of the unauthorized activity, the Company immediately took containment steps and commenced an investigation with the assistance of law
enforcement, cybersecurity experts and external counsel.

 As of the date of this filing, the incident has not had a material
impact on the Company's operations, and its information systems continue to be operational. The Company has not yet determined whether
the incident is reasonably likely to materially impact the Company's financial condition or results of operations.

 Forward-Looking Statements

 Certain of the statements contained in this Current Report on Form 8-K
are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). Words such as "aim," "anticipate,"
"believe," "can," "continue," "could,", "estimate," "expect,"
"intend," "may," "might," "on track," "opportunity," "plan," "possible,"
"potential," "predict," "project," "seek," "should," "strive,"
"sustain," "synergy," "target," "will," "would" and similar expressions are
intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances and
speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates
that could prove incorrect or could cause actual results to vary materially from those indicated. A more detailed discussion of the risks
and uncertainties that could cause our actual results to differ materially from those indicated is included in the "Risk Factors"
and "Management's Discussion and Analysis" sections in the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2023 and elsewhere in that report and (ii) other reports filed by the Company pursuant to the Securities
Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by
the federal securities laws.

 SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Cencora, Inc.

 February 27, 2024

 By:

 /s/ James F. Cleary

 Name: James F. Cleary

 Title: Executive Vice President and Chief Financial Officer


true --09-30 2023 FY This Form 10-K/A is filed to amend Part IV, Item 15 (Exhibits and Financial Statement Schedules) of the Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed on December 20, 2023 (the "Original Form 10-K"), to include as an exhibit the First Savings Financial Group, Inc. Clawback Policy. 0001435508

 0001435508

 2022-10-01
 2023-09-30

 0001435508

 2023-03-31

 0001435508

 2023-12-04

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year
ended September 30, 2023

 OR

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition
period from _____________ to _____________

 Commission File Number: 1-34155

 FIRST SAVINGS FINANCIAL GROUP, INC.

 (Exact name of registrant as
specified in its charter)

 Indiana

 37-1567871

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer Identification No.)

 702 North Shore Drive, Suite 300, Jeffersonville, Indiana

 47130

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone
number, including area code: ( 812) 283-0724

 Securities registered pursuant
to Section 12(b) of the Act:

 Common Stock, par value $0.01 per share

 FSFG

 NASDAQ Stock Market, LLC

 ( Title of each class)

 (Trading symbol(s))

 ( Name of each exchange on which registered)

 Securities registered pursuant
to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No x

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes x No

 Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, small reporting company, or an emerging growth
company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer

 Accelerated Filer x

 Non-accelerated Filer

 Smaller Reporting Company x

 Emerging Growth Company

 If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether
the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. x

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes No x

 The aggregate market value
of the voting and non-voting common equity held by nonaffiliates was $ 136.0 million, based upon the closing price of $16.09 per share
as quoted on the NASDAQ Stock Market as of the last business day of the registrant's most recently completed second fiscal quarter
ended March 31, 2023.

 The number of shares outstanding
of the registrant's common stock as of December 4, 2023 was 6,917,921.

 DOCUMENTS INCORPORATED
BY REFERENCE

 Portions
of the Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference in Part III of the Form 10- K.

 Auditor
 Name

 Firm
 ID

 Location

 FORVIS,
 LLP

 Louisville, Kentucky

 EXPLANATORY NOTE

 This Form 10-K/A is
filed to amend Part IV, Item 15 (Exhibits and Financial Statement Schedules) of the Annual Report on Form 10-K for the fiscal year
ended September 30, 2023, as filed on December 20, 2023 (the "Original Form 10-K"), to include as an exhibit the First
Savings Financial Group, Inc. Clawback Policy.

 Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Form 10-K. Furthermore,
this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the
Original Form 10-K. As such, information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time
the Original Form 10-K was filed. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and other filings
of First Savings Financial Group, Inc. with the Securities and Exchange Commission.

 Item
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (1)
 The financial statements required in response to this item are incorporated by reference from Item 8 of this Annual Report on Form
10-K.

 (2)
 All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in
the consolidated financial statements or the notes thereto.

 (3)
 Exhibits

 No.

 Description

 3.1

 Articles of Incorporation of First Savings Financial Group, Inc. (1)

 3.2

 Articles of Amendment to the Articles of Incorporation for the Series A Preferred Stock (8)

 3.3

 Bylaws of First Savings Financial Group, Inc. (1)

 4.0

 Specimen Stock Certificate of First Savings Financial Group, Inc. (1)

 10.1

 Amended and Restated Employment Agreement by and among First Savings Financial Group, Inc., First Savings Bank and Larry W. Myers, dated October 7, 2009* (3)

 10.2

 Change in Control Agreement by and between First Savings Bank and Jackie R. Journell dated October 7, 2019 (6)

 10.3

 Amended and Restated Employment Agreement by and among First Savings Financial Group, Inc., First Savings Bank and Anthony A. Schoen, dated October 7, 2009* (3)

 10.4

 First Savings Bank, F.S.B. Employee Severance Compensation Plan* (4)

 10.5

 First Savings Bank, F.S.B. Supplemental Executive Retirement Plan* (4)

 10.6

 Agreement and Plan of Reorganization dated July 21, 2017 (2)

 10.7

 Amended and Restated Director Deferred Compensation Agreement* (1)

 10.8

 Subordinated Note Purchase Agreement dated September 20, 2018 (5)

 10.9

 Subordinated Note Purchase Agreement dated March 18, 2022 (7)

 21.0

 Subsidiaries of the Registrant (9)

 23.0

 Consent of FORVIS, LLP (9)

 23.1

 Consent of Monroe Shine & Co., Inc. (9)

 31.1

 Rule 13a-14(a)/15d-14(a) Certificate of Chief Executive Officer

 31.2

 Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer

 32.0

 Section 1350 Certificate of Chief Executive Officer and Chief Financial Officer

 97.0

 First Savings Financial Group, Inc. Clawback Policy

 101.0

 104.0

 *
 Management contract or compensatory plan, contract or arrangement

 (1)
 Incorporated herein by reference to the exhibits to the Company's Registration Statement on Form
S-1 (File No. 333-151636), as amended, initially filed with the Securities and Exchange Commission on June 13, 2008.

 (2)
 Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 26, 2017.

 (3)
 Incorporated herein by reference to the exhibits to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 8, 2009.

 (4)
 Incorporated herein by reference to the exhibits to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 10, 2008.

 (5)
 Incorporated herein by reference to the exhibits to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 24, 2018.

 (6)
 Incorporated herein by reference to the exhibits to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on December 17, 2020.

 (7)
 Incorporated herein by reference to the exhibits to the Company's Current Report on form 8-K filed
with the Securities and Exchange Commission on March 21, 2022.

 (8)
 Incorporated herein by reference to the exhibits to the Company's Current Report on form 8-K filed
with the Securities and Exchange Commission on August 17, 2011.

 (9)
 Incorporated herein by reference to the exhibits to the Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on December 20, 2023.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 FIRST SAVINGS FINANCIAL GROUP, INC.

 Date: February 29, 2024

 By:

 /s/ Larry W. Myers

 Larry W. Myers

 President, Chief Executive Officer and Director