Stefano Pessina: Major WBA Holdings Converted to $11.45 Cash in Merger

Rhea-AI Filing Summary

Stefano Pessina, Executive Chairman and 10% owner of Walgreens Boots Alliance (WBA), reported material dispositions and cancellations tied to a completed merger. At the merger effective time, 1,317,544 restricted stock units (RSUs) held directly and 145,621,079 shares held indirectly through ASP Cayman converted into merger consideration consisting of $11.45 per share in cash plus a divested asset proceed right, subject to continued service vesting conditions. Multiple employee stock options with strikes of $57.38 to $82.46 were cancelled or disposed, and options with exercise prices equal to or above $11.45 were cancelled for no consideration.

Positive

• Merger produced immediate cash consideration of $11.45 per share for converted common stock and RSUs
• Divested Asset Proceed Rights accompany cash consideration, preserving potential additional value beyond the cash component

Negative

• Significant reduction in public insider-held shares: 145,621,079 shares held indirectly and 1,317,544 RSUs converted, leaving reported beneficial ownership at zero
• Material cancellation of employee stock options: multiple option tranches were cancelled for no consideration when strike prices were at or above the per-share cash consideration

Insights

Corporate Governance Expert

TL;DR: Major insider holdings were converted into merger consideration and many options were cancelled, reflecting transaction-driven ownership changes.

The Form 4 documents a structural shift in insider economic exposure due to the merger: large blocks of common stock and RSUs were converted into cash at $11.45 per share plus divested asset proceed rights, with cash payment contingent on continued service for unvested RSUs. The indirect holding via ASP Cayman indicates continued record ownership prior to conversion but results show beneficial ownership reduced to zero post-transaction. Cancellation of in-the-money and at-the-money options at or above the per-share cash consideration removed potential equity upside for the reporting person. Materiality is high given the scale of shares affected relative to typical insider positions.

Securities Analyst

TL;DR: The merger produced immediate, cash-settled outcomes for equity awards, eliminating direct share exposure and many option claims.

The disclosure shows 145.6 million shares held indirectly and 1.32 million RSUs held directly converted into merger consideration of $11.45 per share plus Divested Asset Proceed Rights, which removes those shares from public float. Several tranches of employee stock options totaling over 1.99 million options were disposed or cancelled, with options priced from $57.38 to $82.46 specifically cancelled if their strike met or exceeded the cash consideration. For investors, these are housekeeping conversions tied to the merger rather than market trading decisions by the insider.

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^*

Pessina Stefano

(Last) (First) (Middle)

24 BOULEVARD DU TENAO

(Street)

MONTE CARLO O9 98000

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman of Board

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, par value $0.01 per share	08/28/2025		D		1,317,544(1)	D	$11.45(2)(3)(4)	0	D
Common Stock, par value $0.01 per share	08/28/2025		D		145,621,079	D	$11.45(5)	0	I	By ASP Cayman(6)

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
Employee Stock Options (right to buy)	$77.08	08/28/2025		D			263,273	(7)	02/12/2026	Common Stock	263,273	$0	0	D
Employee Stock Options (right to buy)	$82.46	08/28/2025		D			410,798	(7)	11/01/2026	Common Stock	410,798	$0	0	D
Employee Stock Options (right to buy)	$67.01	08/28/2025		D			504,710	(7)	11/01/2027	Common Stock	504,710	$0	0	D
Employee Stock Options (right to buy)	$79.9	08/28/2025		D			395,061	(7)	11/01/2028	Common Stock	395,061	$0	0	D
Employee Stock Options (right to buy)	$57.38	08/28/2025		D			420,168	(7)	11/01/2029	Common Stock	420,168	$0	0	D

Explanation of Responses:

1. Represents shares of Common Stock of Walgreens Boots Alliance, Inc. (the "Issuer") underlying restricted stock units ("Issuer RSUs") granted to the Reporting Person (including Issuer RSUs issued in lieu of dividends on outstanding Issuer RSUs granted to the Reporting Person).

2. On August 28, 2025, the Issuer consummated the previously announced transaction pursuant to the Agreement and Plan of Merger, dated as of March 6, 2025, by and among the Issuer, Blazing Star Parent, LLC ("Parent"), Blazing Star Merger Sub., Inc. ("Merger Sub") and certain other affiliates of Parent named therein, whereby Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

3. At the effective time of the Merger (the "Effective Time"), each Issuer RSU that was not vested at or before the Effective Time was canceled and converted into the contingent right to receive (a) cash in an amount equal to the product of (i) $11.45 (the "Per Share Cash Consideration") and (ii) the aggregate number of shares of Common Stock of the Issuer ("Common Stock") subject to such Issuer RSU (including any shares subject to dividend equivalent units credited thereon), without interest and subject to all applicable withholding taxes, and (b) 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 (a "Divested Asset Proceed Right" and, together, the "Per RSU Merger Consideration").

4. Payment of the aggregate Per RSU Merger Consideration payable to the Reporting Person is subject to the Reporting Person remaining in continuous service to the surviving corporation as an employee or consultant until the date on which the original vesting conditions applicable to the underlying Issuer RSUs immediately prior to the Effective Time (including any accelerated vesting provisions therein) are satisfied.

5. At the Effective Time, each share of Common Stock was canceled and converted into the right to receive (a) the Per Share Cash Consideration, without interest thereon and subject to all applicable withholding taxes, and (b) one Divested Asset Proceed Right.

6. Shares of Common Stock are held of record by ASP Cayman, a corporation which is 100% owned by the Reporting Person.

7. At the Effective Time, each Issuer stock option with a per share exercise price equal or greater than the Per Share Cash Consideration was cancelled for no consideration.

	Benjamin S.J. Burman, attorney-in-fact	08/28/2025
	** Signature of Reporting Person	Date
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FAQ

What did Stefano Pessina report on Form 4 for WBA?

He reported conversion and disposition of RSUs and shares tied to the merger, and cancellation/disposition of multiple employee stock option tranches.

What cash consideration was provided per WBA share in the merger?

$11.45 per share was the stated Per Share Cash Consideration.

How many WBA shares or RSUs did the reporting person convert or dispose of?

1,317,544 RSUs (direct) and 145,621,079 shares (indirect via ASP Cayman) were converted into merger consideration.

Were any stock options cancelled as part of the merger?

Yes. Multiple option tranches totaling over 1.99 million options were disposed or cancelled, with options having exercise prices equal to or greater than $11.45 cancelled for no consideration.

Is the cash payment for unvested RSUs unconditional?

No. Payment of the Per RSU Merger Consideration for unvested RSUs is subject to the reporting person remaining in continuous service until the original vesting conditions are satisfied.