Walgreens (WBA) Form 4 — Director Receives 16,820.86 Phantom Stock Units

Rhea-AI Filing Summary

Janice M. Babiak, a director of Walgreens Boots Alliance, Inc. (WBA), received an annual grant of phantom stock units as director compensation. The Form 4 reports a grant dated 08/13/2025 of 16,820.86 phantom stock units, each economically equivalent to one share of common stock and priced at $11.89 for reporting purposes. After this award, Ms. Babiak beneficially owns 99,494.27 phantom stock units, which include units issued in lieu of dividends. The units are payable following termination of director service under the company’s 2021 Omnibus Incentive Plan. The Form 4 is signed on behalf of Ms. Babiak by an attorney-in-fact.

Positive

• Standard director compensation: The grant was issued under the company’s established 2021 Omnibus Incentive Plan as routine remuneration.
• Dividend-equivalent treatment: The filing discloses phantom units issued in lieu of dividends, preserving economic parity with common shares.

Negative

• No immediate liquidity: Phantom stock units are payable only after termination of service, so the reporting person cannot realize value immediately.
• Non-share units: Phantom units do not represent current voting common stock, so they do not affect shareholder voting power until settled (if settled in shares).

Insights

Corporate Governance Expert

TL;DR: Routine annual director compensation through phantom stock; no immediate cash proceeds or sales reported.

The filing documents a standard non-employee director award under the company’s omnibus plan, issued in arrears for prior-year services. The award comprises 16,820.86 phantom stock units, which are economic equivalents of common shares and will be settled after the director leaves service per plan terms. The report also notes units issued in lieu of dividends, indicating dividend-equivalent treatment for these phantom units. This disclosure is procedural and consistent with typical board compensation practices; it does not show a sale or transfer of actual shares.

Securities Analyst

TL;DR: Non-material equity compensation change; increases beneficiary’s phantom units to 99,494.27.

The transaction increases Ms. Babiak’s phantom unit holdings to 99,494.27, with the recent addition of 16,820.86 units recorded at $11.89 per unit. Because phantom units are payable upon termination and no exercise, sale, or conversion is reported, there is no immediate dilution or cashflow impact on the company. The filing is informational for governance and insider-holding transparency.

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^*

Babiak Janice M.

(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	99,494.27(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/ Janice M. Babiak 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).
** 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 Janice M. Babiak report on Form 4 for WBA?

She reported a grant of 16,820.86 phantom stock units dated 08/13/2025, increasing her beneficial phantom unit holdings to 99,494.27.

What are phantom stock units according to this filing?

The filing states each phantom stock unit is the economic equivalent of one share of common stock and was granted as non-employee director compensation.

When will the phantom stock units be settled?

The units are to be settled following termination of director service in accordance with the Plan; no settlement date is specified in the Form 4.

What price is listed for the phantom stock units on the Form 4?

The transaction lists a price of $11.89 per unit for reporting purposes.

Was this Form 4 signed by the reporting person?

The Form 4 is signed on behalf of Janice M. Babiak by Paul Ingram, Attorney-in-Fact, dated 08/15/2025.