Walgreens Form 4: RSUs Converted and Options Canceled After $11.45 Deal

Rhea-AI Filing Summary

Ornella Barra, Chief Operating Officer, International of Walgreens Boots Alliance (WBA), reported material dispositions and cancellations tied to the company's merger closing on August 28, 2025. The merger converted each WBA share into $11.45 in cash plus one divested asset proceed right. The filing shows 969,057 shares disposed directly and 1,718,000 shares disposed indirectly through OLB Holdings Ltd., which the reporting person owns. It also states 525,167 shares represented by RSUs were part of the conversion into contingent cash and divested-asset rights, subject to continued service and original vesting conditions. Multiple employee stock options with exercise prices above $11.45 were canceled for no consideration, and the Reporting Person's direct beneficial ownership following the transactions is reported as zero.

Positive

• Merger consummated with a clearly stated Per Share Cash Consideration of $11.45, providing certainty on cash treatment for each share
• RSU treatment disclosed: unvested RSUs converted into contingent cash and divested-asset proceed rights rather than being arbitrarily forfeited

Negative

• Significant reductions in reported beneficial ownership: direct ownership reported as 0 shares following transactions
• Employee stock options canceled for no consideration where exercise prices were equal to or above the $11.45 per-share cash consideration

Insights

M&A Specialist

TL;DR: The Form 4 documents insider dispositions and equity conversions resulting from a completed change-of-control merger with $11.45 per-share cash consideration.

The filing records consummation of the merger where each WBA share was converted into $11.45 cash plus a divested asset proceed right. Large blocks of equity held directly and indirectly by the reporting person were converted or disposed: 969,057 shares directly and 1,718,000 indirectly via OLB Holdings Ltd. Issuer RSUs (525,167 underlying shares) were converted into contingent cash and divested-asset rights subject to original vesting and continued service. Several employee stock options across multiple strike prices were canceled, consistent with the merger consideration structure that renders options with exercise prices at or above the per-share cash consideration without value. The filing is a routine, required disclosure of insider holdings following a change in control.

Corporate Governance Expert

TL;DR: This Form 4 documents post-merger equity treatment and confirms insider holdings were converted or canceled under merger terms, with vesting-related contingencies retained for RSUs.

The report clarifies governance outcomes from the merger: common shares were canceled and converted into defined merger consideration, RSUs became contingent rights payable only upon continued service until original vesting dates, and options with exercise prices at or above $11.45 were canceled for no consideration. Ownership reporting shows shares held of record by a wholly owned entity (OLB Holdings Ltd.), which is explicitly disclosed. These disclosures align with standard disclosure practices for change-of-control transactions and illustrate how equity compensation instruments were addressed contractually at closing.

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^*

Barra Ornella

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer, Int'l

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		969,057(1)	D	$11.45(2)(3)	0	D
Common Stock, par value $0.01 per share	08/28/2025		D		1,718,000	D	$11.45(2)	0	I	By OLB(4)

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)	$84.68	08/28/2025		D			84,466	(5)	11/01/2025	Common Stock	84,466	$0	0	D
Employee Stock Options (right to buy)	$82.46	08/28/2025		D			140,844	(5)	11/01/2026	Common Stock	140,844	$0	0	D
Employee Stock Options (right to buy)	$67.01	08/28/2025		D			161,506	(5)	11/01/2027	Common Stock	161,506	$0	0	D
Employee Stock Options (right to buy)	$79.9	08/28/2025		D			133,333	(5)	11/01/2028	Common Stock	133,333	$0	0	D
Employee Stock Options (right to buy)	$57.38	08/28/2025		D			141,806	(5)	11/01/2029	Common Stock	141,806	$0	0	D
Employee Stock Options (right to buy)	$34.04	08/28/2025		D			139,233	(5)	11/01/2030	Common Stock	139,233	$0	0	D
Employee Stock Options (right to buy)	$47.32	08/28/2025		D			139,405	(5)	11/01/2031	Common Stock	139,405	$0	0	D

Explanation of Responses:

1. Includes 525,167 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. At the effective time of the Merger (the "Effective Time"), each share of Common Stock of the Issuer ("Common Stock") was canceled and converted into the right to receive (a) cash in an amount equal to $11.45 (the "Per Share Cash Consideration"), 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").

3. At 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) the Per Share Cash Consideration and (ii) the aggregate number of shares of 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 (together, the "Per RSU Merger Consideration"). 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.

4. Shares of Common Stock are held of record by a corporation, OLB Holdings Ltd. ("OLB"), which is 100% owned by the Reporting Person.

5. 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 Ornella Barra report on Form 4 for WBA?

She reported dispositions and cancellations tied to the merger: 969,057 shares disposed directly and 1,718,000 shares disposed indirectly, plus conversion/cancellation of RSUs and options.

How much cash was paid per WBA share in the merger?

$11.45 per share in cash was paid at the Effective Time, plus one divested asset proceed right per share.

What happened to the Reporting Person's RSUs?

525,167 underlying RSU shares were converted into contingent cash equal to the per-RSU merger consideration and a divested asset proceed right, payable only if the reporting person remains in continuous service until the RSUs' original vesting conditions are met.

Were any stock options affected by the merger?

Yes. Multiple employee stock options with exercise prices at or above $11.45 were canceled for no consideration as described in the filing.

Who holds the indirect shares reported in the Form 4?

OLB Holdings Ltd. is the record holder of the indirect shares and is 100% owned by the Reporting Person.