[Form 4] Walgreens Boots Alliance, Inc Insider Trading Activity

Rhea-AI Filing Summary

Walgreens Boots Alliance director Ginger L. Graham was granted 16,820.86 phantom stock units on 08/13/2025 as non-employee director compensation under the company's 2021 Omnibus Incentive Plan. Each phantom unit is the economic equivalent of one share of common stock and will be settled following termination of service in accordance with the Plan. The reported per-unit value for the grant is $11.89, and the filing shows 112,782.56 phantom stock units beneficially owned following the transaction, which includes units issued in lieu of dividends.

The Form 4 was signed on behalf of Ms. Graham by an attorney-in-fact, Paul Ingram, on 08/15/2025. The filing is a routine disclosure of director compensation and deferred equity-like awards under the issuer’s director pay framework.

Insights

Financial Analyst

TL;DR: Director received a routine phantom stock award worth approximately $200k at grant value, disclosed as deferred compensation.

The grant of 16,820.86 phantom stock units at a reported per-unit value of $11.89 represents director compensation paid in arrears for prior-year services under the 2021 Omnibus Incentive Plan. Phantom units are economic equivalents of common shares and will be settled upon termination of service, creating a deferred payout obligation for the company rather than immediate share issuance. The filing discloses total phantom holdings of 112,782.56 units for the reporting person, including units issued in lieu of dividends. Impact is operationally routine and does not signal a change in company strategy or material capital structure shift.

Corporate Governance Expert

TL;DR: This is a standard director compensation disclosure under the Omnibus Plan with deferred settlement terms and dividend-equivalent units.

The Form 4 documents an annual phantom stock grant to a non-employee director, issued in arrears and governed by the Plan’s settlement rules. The grant includes dividend-equivalent units, which were rolled into the reported balance. Such structures align director pay with shareholder economics while postponing cash or share settlement until termination. The disclosure appears complete for the transaction described and follows Section 16 reporting requirements; it is a routine governance matter without immediate material governance concerns disclosed in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GRAHAM GINGER L

(Last) (First) (Middle)

C/O WALGREENS BOOTS ALLIANCE, INC.

108 WILMOT ROAD

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	08/13/2025		A		16,820.86		(2)	(2)	Common Stock	16,820.86	$11.89	112,782.56(3)	D

Explanation of Responses:

1. The annual phantom stock grant is issued as non-employee director compensation under the Amended and Restated Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan (including the applicable election forms thereunder, the "Plan") in arrears with respect to services rendered over the course of the prior year, and each unit of phantom stock is the economic equivalent of one share of the company's common stock.

2. To be settled following termination of service as a director in accordance with the terms and conditions of the Plan.

3. Includes phantom stock units that were issued in lieu of dividends on outstanding phantom stock units.

Remarks:

	/s/ Ginger L. Graham by Paul Ingram, Attorney-in-Fact	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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