Walgreens Boots Alliance Merger Converts Shares to $11.45 Cash + Asset Rights

Rhea-AI Filing Summary

Mary Langowski, EVP and President U.S. Healthcare of Walgreens Boots Alliance (WBA), reported a Section 16 transaction tied to the company's merger. On 08/28/2025 she is shown as disposing of 494,295 shares (including shares underlying restricted stock units), leaving her with zero shares of WBA following the transaction. The filing explains that under the Merger Agreement each share of common stock was converted into $11.45 in cash plus one divested asset proceed right. RSUs were cancelled in exchange for that per-share consideration, though amounts attributable to unvested RSUs remain subject to the reporting person's continued employment consistent with prior vesting conditions.

Positive

• Merger consideration is explicit: each share converts into $11.45 cash plus a divested asset proceed right.
• RSU holders received defined treatment: RSUs were cancelled in exchange for the per-share consideration, aligning award resolution with the transaction.

Negative

• Reporting person holds 0 shares of WBA following the conversion, indicating no direct common stock ownership remains.
• Payment for unvested RSUs remains conditioned on continued employment, so some value is subject to service-based vesting requirements.

Insights

M&A Specialist

TL;DR: Merger consideration converted equity into cash and divested-asset rights; material recapitalization for holders.

The filing documents a transaction that is a direct consequence of a corporate merger where each share was converted into specified per-share consideration. For holders, receiving $11.45 cash plus a divested asset proceed right represents a definitive closing of public common equity and conversion into deal consideration rather than a market sale. Cancellation of RSUs for the per-share consideration treats equity awards consistently with the merger terms, with typical post-closing service conditions preserved for unvested awards.

Corporate Governance Expert

TL;DR: Insider no longer holds direct common stock after the merger; RSU treatment preserves company control over vesting.

The report shows the reporting officer now holds zero shares of common stock after the effective time. The disclosure clarifies that RSUs were cancelled and converted into the merger consideration, but payment for unvested RSUs remains contingent on continued employment, which is a common governance mechanism to retain executives post-transaction. The filing is procedural and consistent with merger execution and award settlement rules.

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^*

Langowksi Mary

(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, President U.S. Healthcare

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		494,295(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/ Mary Langowski 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).
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FAQ

What transaction is reported on the WBA Form 4 for Mary Langowski?

The Form 4 reports the disposal of 494,295 shares on 08/28/2025, resulting from the company merger transaction.

What did each WBA share convert into under the Merger Agreement?

Each share was converted into $11.45 in cash and one divested asset proceed right per the filing.

How were restricted stock units (RSUs) handled in the merger?

Each RSU was cancelled in exchange for the per-share consideration; payment for unvested RSUs remains subject to continued service consistent with prior vesting.

Does the reporting person retain any WBA common stock after the transaction?

No. The filing shows the reporting person has 0 shares of WBA following the reported transaction.

Is the Form 4 transaction the result of a sale on the open market?

No. The filing explains the disposition occurred because each share was converted into the merger consideration at the effective time of the Merger Agreement.