Walgreens Boots Alliance merger converts insider equity to $11.45 cash plus asset rights

Rhea-AI Filing Summary

Walgreens Boots Alliance insider Todd Heckman, SVP, Global Controller and CAO, reported the automatic conversion and disposition of his 93,037 shares of Company common stock in connection with the merger described in the filing. Under the Merger Agreement dated March 6, 2025, each share was converted at the effective time into $11.45 in cash plus one divested asset proceed right. The filing states Heckman's restricted stock units (including dividend-equivalent RSUs) were cancelled and exchanged for the same per-share consideration, but payment for any unvested RSUs remains subject to continued employment and the prior vesting conditions.

Positive

• Per-share cash consideration of $11.45 provided immediate, tangible value to holders of converted common stock
• Divested asset proceed rights were issued in addition to cash, preserving a potential future recovery tied to divestitures
• RSUs (including dividend-equivalent RSUs) were exchanged for the same per-share consideration, ensuring consistent treatment across equity types

Negative

• Reporting person disposed of 93,037 shares, eliminating direct common stock ownership following the Effective Time
• Payments for unvested RSUs remain subject to continued employment, so some economic value is conditional on future service

Insights

Corporate Governance Expert

TL;DR: Insider holdings were converted into cash and asset-proceed rights under the merger; unvested RSU payouts remain conditioned on continued service.

The filing documents a typical post-merger mechanics event where equity holdings and RSUs are cashed out pursuant to agreed merger consideration. Cancellation of RSUs with conversion to cash plus divested-asset rights preserves economic value for holders while maintaining retention mechanics for unvested awards. This is procedural but material to shareholder dilution and insider compensation realization.

M&A Specialist

TL;DR: The merger delivered fixed cash consideration of $11.45 per share plus divested-asset rights; insider-owned equity was settled accordingly.

The report confirms that at the Effective Time each share converted into specified cash and a divested asset proceed right, and that RSUs were treated consistently under the Merger Agreement. The mechanics described (automatic conversion, cancellation of RSUs, and service-conditioned payment for unvested units) are standard for an acquisition of this structure and clarify how insider equity converted into merger consideration.

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^*

Heckman Todd

(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, Global Controller and CAO

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		93,037(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/ Todd Heckman 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

What happened to Todd Heckman's Walgreens Boots Alliance (WBA) shares?

Heckman reported the disposition of 93,037 shares; at the merger Effective Time each share was converted into $11.45 cash plus one divested asset proceed right.

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

All RSUs, including dividend-equivalent RSUs, were cancelled and exchanged for the per-share consideration; payment for unvested RSUs remains subject to continued employment and original vesting terms.

What is the per-share cash consideration provided under the Merger Agreement?

The Merger Agreement specifies a per-share cash consideration of $11.45 for each share of common stock at the Effective Time.

Were any shares retained by the reporting person after the merger?

The Form 4 indicates 0 shares beneficially owned following the reported transaction(s).

Does the filing indicate any change in insider roles or titles?

The filing lists Todd Heckman as SVP, Global Controller and CAO; no change in title is reported in this Form 4.