Walgreens Insider Form 4: RSUs Converted to $11.45 Cash + Asset Rights

Rhea-AI Filing Summary

Lanesha Minnix, EVP, Global CLO & Corporate Secretary of Walgreens Boots Alliance (WBA), reported the automatic disposition of 348,093 shares of WBA common stock on 08/28/2025 as a result of the closing of a merger. Under the Merger Agreement, each WBA share converted into $11.45 cash per share plus one divested asset proceed right. All RSUs held by the reporting person were cancelled and exchanged for the per-share consideration; payment for any unvested RSUs remains subject to the holder’s continued employment and prior vesting conditions. Following the transaction the reporting person beneficially owns 0 shares of WBA common stock.

Positive

• Transaction was part of a completed merger, ensuring a defined per-share cash consideration of $11.45
• Reporting compliance with Section 16 is documented via Form 4, showing transparent disclosure of insider ownership changes

Negative

• Reporting person’s beneficial ownership reduced to 0 shares following conversion of common stock
• RSU payouts for unvested awards remain conditional on continued employment, creating uncertainty for those awards

Insights

M&A Specialist

TL;DR: Transaction reflects merger consideration distribution: cash plus divested asset proceed rights; equity converted, not an open-market sale.

The reported disposition of 348,093 common shares arises from the Merger Agreement that converted each share into $11.45 in cash plus one divested asset proceed right at the Effective Time. This is a structural conversion tied to the corporate transaction rather than a voluntary sale, so the move reflects deal mechanics, not insider intent to liquidate stock. Any remaining economic exposure from cancelled RSUs depends on continued service conditions for unvested awards, which could preserve limited upside tied to post-closing arrangements.

Corporate Governance Expert

TL;DR: Insider Form 4 documents post-merger conversion; reporting person now holds no common stock, with RSU payments conditional on service.

The filing shows compliance with Section 16 reporting: the reporting person’s RSUs were cancelled and converted under the Merger Agreement, producing cash and divested asset proceed rights. The filing clarifies that any consideration for unvested RSUs remains subject to original vesting conditions tied to continued employment, which is a common protective clause. From a governance perspective, the filing is routine and transparent regarding the mechanics and resulting zero common-stock ownership.

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^*

Minnix Lanesha

(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, Global CLO & Corp. Sec.

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		348,093(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.

	/s/ Lanesha Minnix 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 happened to Lanesha Minnix’s WBA shares?

All reported WBA common shares (totaling 348,093) were converted as of 08/28/2025 under the Merger Agreement into per-share consideration.

What per-share consideration did WBA shareholders receive in the merger?

Each WBA share converted into $11.45 in cash plus one divested asset proceed right, as stated in the filing.

Does the reporting person still own any WBA common stock after the transaction?

No; the Form 4 reports 0 shares beneficially owned by the reporting person following the reported transaction.

Were the reported shares sold on the open market?

No; the shares were automatically converted pursuant to the Merger Agreement, not sold in an open-market transaction.

What happens to unvested RSUs held by the reporting person?

Unvested RSUs were cancelled and exchanged for the per-share consideration, but payment for any unvested RSUs remains subject to the reporting person’s continued service consistent with prior vesting conditions.