[Form 4] Walgreens Boots Alliance, Inc Insider Trading Activity

Rhea-AI Filing Summary

Robert Luther Huffines, a director of Walgreens Boots Alliance, Inc. (WBA), received an annual phantom stock grant reported on Form 4 with a transaction date of 08/13/2025. The grant comprised 16,820.86 phantom stock units with an attributed price of $11.89 per underlying share; each phantom unit is the economic equivalent of one share of common stock. The units are to be settled following termination of service under the company’s 2021 Omnibus Incentive Plan. After this grant, Mr. Huffines’ total phantom stock units beneficially owned are 46,813.12, which includes units issued in lieu of dividends.

Positive

• Increased director economic ownership to 46,813.12 phantom stock units following the grant
• Compensation aligned with shareholders via phantom units that mirror common stock value and include dividend equivalents

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine annual director compensation increased the director’s economic exposure to WBA stock but vests/settles at termination.

This Form 4 reports a standard non-employee director award under the company’s omnibus plan. The award is described as a phantom stock grant paid in arrears for prior-year services and includes units issued in lieu of dividends. Because settlement occurs upon termination of service, the award increases the director’s long-term economic alignment with shareholders rather than providing immediate liquid stock.

Compensation Analyst

TL;DR The grant of 16,820.86 phantom units at $11.89 per share is a customary non-cash director award and increases reported beneficial ownership to 46,813.12 units.

The filing clarifies that each phantom unit equals the economic value of one common share and that some units reflect dividend-equivalent issuances. This structure is consistent with deferred, non-employee director pay designed to align incentives without immediate share issuance. No exercise or expiration dates apply because these are phantom units settled per plan terms.

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^*

Huffines Robert Luther

(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	46,813.12(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/ Robert Luther Huffines by Cherita Thomas, 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 WBA director Robert Huffines report on Form 4?

He reported an annual phantom stock grant of 16,820.86 units with a transaction date of 08/13/2025.

How many phantom stock units does Robert Huffines own after the transaction?

He beneficially owns 46,813.12 phantom stock units after the reported grant.

When will the phantom stock units be settled for Robert Huffines?

The units are to be settled following termination of service in accordance with the terms of the company’s 2021 Omnibus Incentive Plan.

What is the economic value per unit reported on the Form 4?

The filing shows an attributed price of $11.89 per underlying share for the phantom stock units.

Are these phantom stock units equivalent to common shares?

Yes. The filing states each phantom stock unit is the economic equivalent of one share of Walgreens Boots Alliance common stock.