Walgreens Merger: Insider RSUs Cancelled; $11.45/Share Cash Consideration

Rhea-AI Filing Summary

Elizabeth Burger, Executive Vice President and Global Chief HR Officer of Walgreens Boots Alliance (WBA), reported a single Form 4 transaction dated 08/28/2025 showing the disposition of 303,875 shares of common stock. The filings explain these shares (including RSU-settled shares) were cancelled at the effective time of a merger and, per the merger agreement, converted into $11.45 per share in cash plus one divested asset proceed right per share. Unvested RSUs remain subject to original vesting and the holder's continued service. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Burger.

Positive

• Merger consideration disclosed: each share converts to $11.45 cash plus one divested asset proceed right
• Quantified insider impact: disposition of 303,875 shares clearly reported
• RSU treatment clarified: unvested RSUs remain subject to original vesting and continued service

Negative

• Insider equity reduced to zero for the shares reported (post-merger conversion/cancellation)
• No market liquidity for these public shares after the company became a wholly owned subsidiary (conversion into merger consideration)

Insights

Corporate Governance Expert

TL;DR: Insider ownership was extinguished by merger consideration; unvested RSUs retained service-based vesting.

The Form 4 documents a corporate control transaction rather than an open-market sale. The disposition of 303,875 shares resulted from the Merger Agreement converting common stock into a per-share package of $11.45 cash plus a divested asset proceed right. From a governance perspective, the filing is procedural: it records the corporate action and clarifies treatment of restricted stock units, which were cancelled and exchanged under the merger terms, while preserving vesting conditions for unvested RSUs tied to continued employment.

Financial Analyst

TL;DR: Material transaction tied to the merger; provides concrete per-share consideration and quantifies shares affected.

This disclosure quantifies the insider impact of the Merger by specifying 303,875 shares disposed and the exact $11.45 per-share cash component. It confirms that equity compensation (RSUs) was converted into merger consideration and that unvested awards remain contingent on service. For investors, the filing supplies precise metrics needed to model cash outflows to former public shareholders and to understand how key employees’ compensation will be treated post-close.

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

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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^*

Burger Elizabeth

(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 Chief HR Officer

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		303,875(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/ Elizabeth Burger 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 did Elizabeth Burger report on Form 4 for WBA?

The Form 4 reports the disposition of 303,875 common shares on 08/28/2025 as a result of the Merger.

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

Each share converted into $11.45 in cash plus one divested asset proceed right.

How were RSUs held by the reporting person treated in the merger?

RSUs were cancelled and exchanged for the per-share consideration; any unvested RSUs remain subject to the original vesting and continued service requirements.

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

No. The Form 4 reflects a disposition due to the Merger Agreement, not a market sale.

Who signed the Form 4 on behalf of Elizabeth Burger?

The form was signed by Cherita Thomas, Attorney-in-Fact, on 08/28/2025.