Walgreens CFO’s 414,273 Shares Converted to $11.45 Cash and Divested Asset Right

Rhea-AI Filing Summary

Manmohan Mahajan, EVP and Global CFO of Walgreens Boots Alliance (WBA), reported a transaction dated 08/28/2025 disposing of 414,273 shares of WBA common stock, leaving him with 0 shares beneficially owned following the transaction. The Form 4 explains the disposition resulted from the Merger under the March 6, 2025 Merger Agreement, where each share was converted at the Effective Time into $11.45 in cash plus one Divested Asset Proceed Right. RSUs held by the reporting person were cancelled in exchange for the Per Share Consideration, although any unvested RSUs remain subject to the original vesting conditions tied to continued service.

Positive

• Per-share cash consideration of $11.45 was provided to the reporting person as part of the merger, ensuring cash realization for each converted share
• RSUs converted into Per Share Consideration, and unvested RSUs remain subject to original vesting, preserving compensation structure continuity

Negative

• Reporting person beneficial ownership reduced to 0 shares following the reported transaction
• Cancellation of RSUs means equity stake in the public company was eliminated at the Effective Time

Insights

Corporate Governance Expert

TL;DR: Insider ownership reduced to zero due to merger consideration, with RSUs converted and unvested units still subject to service-based vesting.

The Form 4 documents a disposition of 414,273 shares by the EVP/CFO that is solely attributable to the corporate merger transaction. From a governance perspective, the disclosure is straightforward and consistent with merger mechanics: common stock and RSUs were converted into merger consideration rather than sold on the open market. The filing clarifies treatment of unvested RSUs, which preserves customary employment-based vesting obligations. This reduces public insider alignment but reflects deal terms rather than voluntary insider selling.

M&A Specialist

TL;DR: Disposition reflects merger consideration mechanics: per-share cash of $11.45 plus a divested-asset right; RSUs converted per the Merger Agreement.

The transaction arises from the Merger Agreement dated March 6, 2025, effective at the merger closing. Each common share converted into $11.45 cash and one Divested Asset Proceed Right, and RSUs were cancelled for the same Per Share Consideration with unvested units retaining service-based vesting. This filing documents the expected conversion of equity instruments under merger terms and explains post-closing treatment of equity awards for senior management.

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^*

Mahajan Manmohan

(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)
	EVP and Global CFO

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		414,273(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/ Manmohan Mahajan 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.
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FAQ

Who filed the Form 4 for WBA and what is their role?

The Form 4 was filed by Manmohan Mahajan, who is EVP and Global CFO of Walgreens Boots Alliance.

What transaction occurred on 08/28/2025 for WBA?

On 08/28/2025 the reporting person disposed of 414,273 shares of WBA common stock as part of the merger conversion.

What did each WBA share convert into under the Merger Agreement?

Each share converted into $11.45 in cash plus one Divested Asset Proceed Right from Parent or its affiliate.

How were restricted stock units (RSUs) treated in the merger?

Each RSU was cancelled in exchange for the Per Share Consideration; any unvested RSUs remain subject to continued service per original vesting conditions.

What is the reporting person’s beneficial ownership after the transaction?

The reporting person beneficially owned 0 shares following the reported transaction.