Walgreens Boots Alliance Form 4: 1,332,014 Shares Converted for $11.45 Cash

Rhea-AI Filing Summary

Timothy C. Wentworth, an officer and Chief Executive Officer-level reporting person of Walgreens Boots Alliance, Inc. (WBA), reported a change in beneficial ownership dated 08/28/2025. The Form 4 shows Disposition of 1,332,014 shares of Common Stock, which the filing explains includes shares underlying restricted stock units (RSUs), inclusive of RSUs issued in lieu of dividends. The transaction arose from the Merger described in the Merger Agreement dated March 6, 2025, under which each share of Common Stock was converted at the effective time into $11.45 in cash plus one divested asset proceed right or an equivalent issued by the buyer. The RSUs were cancelled in exchange for that per-share consideration, and any unvested RSU consideration remains subject to the reporting person’s continued service and original vesting conditions. Following the reported transaction, the filing reports 0 shares beneficially owned.

Insights

Financial Analyst

TL;DR: The Form 4 records a merger-driven conversion/cash-out of RSUs and a resulting reported disposition of 1,332,014 shares.

The filing documents a corporate change in which common stock and RSUs were converted pursuant to a Merger Agreement into specified per-share consideration of $11.45 in cash plus a divested asset proceed right. For financial analysis, this is a cash realization event for the reporting person and a standard disclosure of insider holdings post-transaction. The report states that unvested RSU consideration remains subject to continued service and prior vesting conditions; no new equity grants, option exercises, or separate purchases are reported. The filing contains no earnings, debt or forward guidance information.

M&A Specialist

TL;DR: Transaction reflects deal-closing mechanics: equity converted into cash plus divested-asset proceeds under the Merger Agreement.

The Form 4 explicitly ties the disposition to the effective time of a merger governed by a March 6, 2025 Merger Agreement, where each share was converted into $11.45 cash and one divested asset proceed right. The disclosure clarifies treatment of RSUs at closing—cancellation in exchange for the per-share consideration with post-closing payment of unvested RSU consideration conditioned on continued service consistent with pre-closing vesting terms. The report therefore documents customary deal economics and post-merger treatment of equity-based compensation, as disclosed in the 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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X

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^*

WENTWORTH TIMOTHY C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		D		1,332,014(1)	D	(2)(3)(4)	0	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

Explanation of Responses:

1. Includes shares underlying restricted stock units ("RSUs"), inclusive of RSUs issued in lieu of dividends.

2. Pursuant to the Agreement and Plan of Merger, dated as of March 6, 2025 (the "Merger Agreement"), by and among Walgreens Boots Alliance, Inc., a Delaware corporation (the "Company"), Blazing Star Parent, LLC, a Delaware limited liability company ("Parent"), Blazing Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the other affiliates of Parent named therein, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

3. At the effective time of the Merger (the "Effective Time") each share of Common Stock was automatically converted into the right to receive from Parent (i) $11.45 in cash, without interest thereon and subject to all applicable withholding (the "Per Share Cash Consideration"), and (ii) one divested asset proceed right issued by Parent or one of its affiliates subject to and in accordance with the divested asset proceed rights agreement (each, a "Divested Asset Proceed Right" and, collectively with the Per Share Cash Consideration, the "Per Share Consideration").

4. Pursuant to the Merger Agreement, each RSU owned by the reporting person at the Effective Time was cancelled in exchange for the Per Share Consideration, provided that, payment of such consideration with respect to any RSUs that were unvested as of the Effective Time will remain subject to the Reporting Person's continued service as an employee, consistent with the vesting conditions applicable to such RSU immediately prior to the Effective Time.

	/s/ Timothy C. Wentworth by Cherita Thomas, Attorney-in-Fact	08/28/2025
	** 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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FAQ

What did Timothy C. Wentworth report on the Form 4 for WBA?

The Form 4 reports a disposition of 1,332,014 shares on 08/28/2025, with 0 shares reported as beneficially owned following the transaction.

Why were the shares and RSUs disposed of according to the filing?

The filing states the dispositions resulted from the Merger Agreement dated March 6, 2025, under which each share converted into specified per-share consideration.

What was the per-share consideration received in the merger?

Each share of Common Stock was converted into $11.45 in cash and one divested asset proceed right issued by the buyer or an affiliate.

Do unvested RSUs receive payment at closing?

RSUs were cancelled in exchange for the per-share consideration, but payment for any RSUs that were unvested at the effective time remains subject to the reporting person’s continued service and pre-existing vesting conditions.

When was the Form 4 signed and filed?

The signature block shows the filing executed by /s/ Timothy C. Wentworth by Cherita Thomas, Attorney-in-Fact on 08/28/2025.