Walgreens (WBA) Director Receives 16,820.86 Phantom Stock Units as Annual Grant

Rhea-AI Filing Summary

Inderpal S. Bhandari, a director of Walgreens Boots Alliance, Inc. (WBA), received an annual phantom stock grant on 08/13/2025 as non-employee director compensation under the company's 2021 Omnibus Incentive Plan. The report shows 16,820.86 phantom stock units were acquired at an economic price of $11.89 per unit, and the reporting person now beneficially owns 49,779.04 phantom stock units. Each phantom stock unit is the economic equivalent of one share and these units are to be settled following termination of director service according to the Plan. The grant includes units issued in lieu of dividends on outstanding phantom stock units.

Positive

• 16,820.86 phantom stock units granted to a non-employee director on 08/13/2025, as disclosed
• Phantom units are economically equivalent to one share each, preserving alignment with shareholder value
• Units include amounts issued in lieu of dividends, maintaining parity with outstanding units
• Settlement is defined by the Plan and will occur following termination of director service

Negative

• None.

Insights

Financial Analyst

TL;DR Routine annual director phantom-stock grant totaling 16,820.86 units; non-cash, deferred compensation with settlement on termination.

The transaction is a standard, non-derivative-equivalent compensation grant for a non-employee director under the companys omnibus plan. The reported 16,820.86 units increase the directors economic exposure to WBA without immediate issuance of common shares, since settlement occurs upon termination. The inclusion of units issued in lieu of dividends preserves economic parity with outstanding units. This disclosure is procedural and does not disclose cash payments, exercises, or share issuance timing beyond the Plans settlement terms.

Corporate Governance Expert

TL;DR Director received deferred phantom stock as standard compensation, aligning remuneration with shareholder value over time.

The grant is described explicitly as annual director compensation under the Amended and Restated 2021 Omnibus Incentive Plan and is payable in phantom stock units that mirror common shares. As disclosed, settlement is deferred until termination of service, which is a common governance practice to encourage long-term alignment. The filing is transparent about the nature and timing of settlement and notes units were issued in lieu of dividends, consistent with preserving economic equivalence.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Bhandari Inderpal S

(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	49,779.04(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/ Inderpal S. Bhandari 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did WBA director Inderpal S. Bhandari receive on 08/13/2025?

He was granted 16,820.86 phantom stock units as annual non-employee director compensation under the companys 2021 Omnibus Incentive Plan.

How many phantom stock units does Inderpal S. Bhandari beneficially own after the grant?

The filing reports 49,779.04 phantom stock units beneficially owned following the reported transaction.

Are these phantom stock units settled immediately into shares?

No. The units are to be settled following termination of service in accordance with the Plan; they are economic equivalents of common shares until settlement.

Was any cash price disclosed for the grant?

The filing lists an economic price of $11.89 per unit in the transaction details.

Were the phantom units adjusted for dividends?

Yes. The filing states the total includes phantom stock units issued in lieu of dividends on outstanding units.