Walgreens Boots Alliance (WBA) Director Granted 11,774 Shares, 5,046 Phantom Units

Rhea-AI Filing Summary

Thomas E. Polen Jr., a director of Walgreens Boots Alliance, acquired equity compensation on 08/13/2025. The filing shows an annual non-employee director stock award of 11,774 common shares issued under the company's 2021 Omnibus Incentive Plan for services rendered the prior year, and an annual phantom stock grant of 5,046.26 units, each unit economically equivalent to one share. Following these grants, Mr. Polen beneficially owned 28,269 common shares and 12,356.58 shares represented by phantom units (including units issued in lieu of dividends). The phantom units are to be settled following termination of director service per the Plan.

Positive

• Equity alignment: Director compensation granted in both common stock and phantom stock units, aligning the director's economic interests with shareholders
• Transparent disclosure: Form 4 clearly states grant amounts, plan basis, and settlement terms for phantom units

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation issued as stock and phantom units; not a material corporate event.

This Form 4 discloses typical non-employee director compensation: an annual equity grant in shares and phantom stock units tied to service for the prior year. The reported amounts—11,774 shares and 5,046.26 phantom units—increase the director's economic exposure to WBA equity but do not reflect purchases or dispositions funded by market activity. There is no indication of additional corporate actions, and the grants are described as issued in arrears under the Omnibus Incentive Plan, with phantom units settling on termination of service.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard governance practices for director compensation via equity and phantom units.

The filing documents standard governance practice of compensating non-employee directors with equity and deferred phantom units. The inclusion of phantom units that accrue dividend equivalents is common and intended to align director incentives with shareholder interests. The filing is transparent about the plan-based nature of the awards and settlement timing upon termination of service, meeting disclosure expectations for insider reporting.

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^*

Polen Thomas E Jr

(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
Common Stock	08/13/2025		A(1)		11,774	A	$0	28,269	D

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	(2)	08/13/2025		A		5,046.26		(3)	(3)	Common Stock	5,046.26	$11.89	12,356.58(4)	D

Explanation of Responses:

1. Annual share grant issued as non-employee director compensation under the Amended and Restated Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan (the "Plan") in arrears with respect to services rendered over the course of the prior year.

2. The annual phantom stock grant is issued as non-employee director compensation under 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.

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

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

Remarks:

	/s/ Thomas E. Polen, Jr. by Cherita Thomas, 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did WBA director Thomas E. Polen Jr. report on 08/13/2025?

The Form 4 reports an annual grant of 11,774 common shares and an annual phantom stock grant of 5,046.26 units, both dated 08/13/2025.

How many shares does Thomas E. Polen Jr. beneficially own after the reported transactions?

Following the reported transactions he beneficially owned 28,269 common shares and 12,356.58 shares represented by phantom stock units (including dividend-equivalent units).

Were any cash purchases or sales reported in this Form 4 for WBA?

No cash purchase or sale is reported; the common stock grant shows a transaction code indicating issuance as compensation and a price of $0.

What are the phantom stock units and when will they be settled?

The phantom stock units are the economic equivalent of one share each and are to be settled following termination of the director's service in accordance with the Omnibus Incentive Plan.

Under which plan were these awards issued?

The awards were issued under the Amended and Restated Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan as non-employee director compensation in arrears.