Walgreens Boots Alliance: Director receives 16,820.86 phantom stock units

Rhea-AI Filing Summary

Valerie B. Jarrett, a director of Walgreens Boots Alliance (WBA), received an annual grant of phantom stock units as director compensation. On 08/13/2025 she was granted 16,820.86 phantom stock units, each economically equivalent to one share of WBA common stock, at a reported per-unit price of $11.89. The units are to be settled following termination of her service under the companys 2021 Omnibus Incentive Plan and include units issued in lieu of dividends. After the grant Jarrett beneficially owned 86,025.29 phantom stock units. The Form 4 was signed on 08/15/2025 by an attorney-in-fact.

Positive

• Director compensation is equity-linked via phantom stock, aligning the directors economic interests with shareholders
• Units include dividend equivalents, maintaining parity with common stock economics

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine non-employee director compensation via phantom units aligns director economic interests with shareholders.

The filing documents an annual, in-arrears phantom stock grant to a non-employee director under the companys omnibus incentive plan. Such awards are customary for non-employee directors and create equity-linked incentives without immediate share issuance because settlement is deferred until termination of service. The inclusion of units issued in lieu of dividends preserves economic parity with common stock. This is a standard governance practice and does not by itself indicate a material change to capital structure or cash flows.

Compensation Analyst

TL;DR: The award size and deferred settlement suggest standard director pay; examine aggregate holdings for governance oversight.

The grant of 16,820.86 phantom units, bringing total beneficial ownership to 86,025.29 units, represents the directors accumulated equity-linked compensation. The per-unit price is reported at $11.89 and settlement is deferred per the plan terms. From a compensation perspective this is a non-cash, retention-oriented award; materiality depends on the directors total holdings relative to company equity and any change in incentive structure, neither of which are detailed here.

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

OMB Number:			3235-0287
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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^*

JARRETT VALERIE B

(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	86,025.29(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/ Valerie B. Jarrett by Paul Ingram, 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 transaction did Valerie B. Jarrett report on the WBA Form 4?

The Form 4 reports an annual grant of 16,820.86 phantom stock units to Valerie B. Jarrett on 08/13/2025 as director compensation.

How many phantom stock units does Jarrett beneficially own after the grant?

Following the reported transaction Jarrett beneficially owned 86,025.29 phantom stock units.

When will the phantom stock units be settled?

The units are to be settled following termination of service as a director in accordance with the Plans terms.

What is the reported per-unit price for the phantom stock units?

The filing reports a per-unit price of $11.89 for the phantom stock units.

Does the award include dividend equivalents?

Yes; the filing states the total includes phantom stock units issued in lieu of dividends on outstanding units.