Walgreens Insider Equity Converted in Merger — $11.45 Cash per Share

Rhea-AI Filing Summary

Richard P. Gates, Senior Vice President and Chief Pharmacy Officer of Walgreens Boots Alliance (WBA), reported a transaction on 08/28/2025 disposing of 145,444 shares of Common Stock, leaving him with 0 shares beneficially owned following the reported transaction. The disposition reflects the treatment of restricted stock units (RSUs) at the closing of a merger: under the Merger Agreement dated March 6, 2025, each share of Common Stock was converted into $11.45 in cash plus one divested asset proceed right issued by the acquiror. RSUs were cancelled in exchange for that per-share consideration, with payment for any unvested RSUs conditioned on the recipient's continued service consistent with prior vesting terms.

Positive

• Transaction resulted from merger terms rather than an open‑market sale, clarifying it was not a liquidity-driven insider sale
• Per-share cash consideration disclosed ($11.45 per share) provides clear valuation for converted equity

Negative

• Reporting person no longer holds common stock after conversion, eliminating direct insider equity ownership in WBA
• Economic upside on unvested RSUs remains conditional on continued employment, potentially limiting outright compensation realization

Insights

Corporate Governance Expert

TL;DR: Insider holdings were eliminated by merger consideration, converting equity into cash and divested-asset rights; vesting for unvested RSUs remains service‑conditioned.

This Form 4 documents a post‑merger settlement of equity compensation rather than a voluntary open‑market sale. The reporting person’s 145,444 shares (including RSU equivalents) were treated per the Merger Agreement, which substituted cash and divested asset proceed rights for common shares. For governance and disclosure purposes this is a routine merger-related conversion that extinguishes direct share ownership but retains contingent economics on unvested RSUs tied to employment. Material investor implications relate to change in insider equity exposure following the corporate control transaction.

Securities Analyst

TL;DR: Transaction driven by merger terms; insider no longer holds common stock after automatic conversion into merger consideration.

The filing clarifies that the reported disposal is the mechanical result of the Merger’s effective conversion: each share converted into $11.45 cash plus a divested asset proceed right. This means the reporting person did not necessarily sell into the market; instead, equity was exchanged under the merger terms. Investors should note the specified per‑share cash figure and the existence of a divested asset proceed right as the economic replacement for common shares. Unvested RSU consideration remains subject to original vesting service requirements.

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

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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^*

Gates Richard P.

(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)
	SVP, Chief Pharmacy 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		145,444(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/ Richard Gates 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

Why did Richard P. Gates report a disposition of 145,444 WBA shares on 08/28/2025?

The shares (including RSU equivalents) were cancelled and converted under the Merger Agreement into $11.45 in cash per share plus one divested asset proceed right, resulting from the merger effective at that time.

Does the Form 4 indicate an open‑market sale by Richard P. Gates?

No. The filing explains the disposition was due to the merger conversion of common stock and RSUs into the per‑share consideration, not an open‑market sale.

What happened to unvested RSUs owned by the reporting person?

Unvested RSUs were cancelled in exchange for the per‑share consideration, but payment for those RSUs remains subject to the reporting person’s continued service consistent with prior vesting conditions.

What was the cash component per share received in the merger?

The filing states the per‑share cash consideration was $11.45 per share, paid without interest and subject to applicable withholding.

What are divested asset proceed rights mentioned in the filing?

The filing refers to a Divested Asset Proceed Right issued by the acquiring parent or an affiliate as part of the per‑share consideration; the filing does not provide additional economic details about those rights.