Walgreens Form 4: RSUs Converted to $11.45 Cash Plus Divested Asset Rights

Rhea-AI Filing Summary

Tracey D. Brown, Executive Vice President and President, Walgreens Retail, filed a Form 4 reporting disposition of company common stock and related RSUs in connection with the Merger. On 08/28/2025 the reporting person disposed of 348,051 shares (including shares underlying restricted stock units), and as a result reports 0 shares beneficially owned following the transaction. Under the Merger Agreement, each share of Common Stock was converted into $11.45 in cash per share plus one divested asset proceed right, and each RSU was cancelled in exchange for the same per-share consideration. Payment for any RSUs that were unvested at the Effective Time remains subject to the reporting person’s continued employment and the prior vesting conditions.

Positive

• Contractual cash consideration of $11.45 per share provides immediate, specified liquidity to holders at the Effective Time
• RSUs converted under the Merger Agreement, ensuring consistent treatment of equity and alignment with the transaction terms

Negative

• Reporting person’s beneficial ownership is 0 following the conversion, removing an executive insider shareholding
• Unvested RSU payments remain conditional on continued employment and prior vesting terms, which could affect payout timing

Insights

Corporate Governance Expert

TL;DR: Insider holdings reduced to zero due to merger consideration; unvested RSU payout remains subject to continued service.

The Form 4 documents a merger-driven conversion of equity and RSUs rather than an open-market sale. That distinction matters for governance readers because the disposition arises from contract terms in the Merger Agreement: each share converted into predefined consideration of $11.45 cash plus a divested asset proceed right. The reporting person’s immediate beneficial ownership drops to zero, while potential payments for unvested RSUs are contingent on continued employment and original vesting schedules, preserving standard executive retention mechanics post-transaction.

M&A Specialist

TL;DR: The transaction is a merger-related conversion of equity and RSUs into cash plus divestiture rights, consistent with the Merger Agreement.

The filing clarifies that all common shares and RSUs were converted at the Effective Time under the Merger Agreement dated March 6, 2025. The per-share treatment—$11.45 cash and a divested asset proceed right—is explicit, and RSUs that were unvested remain subject to original vesting and continued service conditions. This is a routine, contractually mandated post-closing treatment in acquisitions and is material to holders because it defines the economic outcome for equity stakeholders.

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
Estimated average burden
hours per response:			0.5

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^*

Brown Tracey D

(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)
	EVP, Pres., Walgreens Retail

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		348,051(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.

Remarks:

Ms. Brown's full title is Executive Vice President, President, Walgreens Retail and Chief Customer Officer

	/s/ Tracey D. Brown 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.
* 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 Tracey D. Brown report on Form 4 for WBA?

The Form 4 reports a disposition of 348,051 shares (including shares underlying RSUs) on 08/28/2025, leaving the reporting person with 0 shares beneficially owned.

Why were the shares and RSUs disposed of on 08/28/2025?

The dispositions occurred because, at the Effective Time of the Merger, each share and each RSU was converted into the Merger consideration per the Merger Agreement dated March 6, 2025.

What did shareholders receive per share under the Merger Agreement?

Each share was converted into $11.45 in cash (per share cash consideration) and one divested asset proceed right issued by Parent or an affiliate.

Will unvested RSUs be paid out immediately?

Payment for RSUs that were unvested at the Effective Time remains subject to the reporting person’s continued service and the RSUs’ prior vesting conditions.

Does the Form 4 indicate an open-market sale by the insider?

No. The Form 4 attributes the disposition to the Merger Agreement conversion, not an open-market transaction.