Welcome to our dedicated page for Walgreen Boots SEC filings (Ticker: WBA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page aggregates U.S. Securities and Exchange Commission filings for Walgreens Boots Alliance, Inc. (historically Nasdaq: WBA) and related securities, with AI-powered tools to help interpret the regulatory record. These documents trace the company’s transition from a publicly traded integrated healthcare, pharmacy and retail group to a privately held subsidiary of Blazing Star Parent, LLC, an affiliate of Sycamore Partners.
Among the most significant filings is the Form 8-K dated August 28, 2025, which reports the completion of the merger of Blazing Star Merger Sub, Inc. with and into Walgreens Boots Alliance, Inc. This filing explains that each share of company common stock was converted into the right to receive cash consideration and a divested asset proceed right, and that the company would become a wholly owned subsidiary of Blazing Star Parent, LLC. The same Form 8-K also describes the termination of certain credit facilities and the notice to The Nasdaq Stock Market LLC that WBA common stock and specified notes would be removed from listing.
A related Form 25, filed on August 28, 2025, documents the removal of Walgreens Boots Alliance, Inc. common stock and certain notes from listing and registration on Nasdaq. Subsequently, a Form 15 filed on September 8, 2025 certifies the termination of registration of the company’s common stock and various series of notes under Section 12(g) of the Securities Exchange Act of 1934 and the suspension of the duty to file reports under Sections 13 and 15(d). Together, these filings confirm WBA’s delisting and deregistration following the merger.
Earlier Form 8-K filings provide additional context on the transaction and corporate actions. These include disclosures about the Agreement and Plan of Merger with Blazing Star Parent, LLC and Blazing Star Merger Sub, Inc., the special meeting of stockholders held to vote on the merger agreement, the temporary suspension of trading under employee benefit plans in connection with the transaction, and supplemental proxy statement disclosures addressing shareholder litigation and demand letters related to the merger. Another Form 8-K furnishes a press release announcing financial results for the fiscal quarter ended May 31, 2025.
Debt-related filings and referenced documents, including press releases by Blazing Star Merger Sub, Inc., describe tender offers and consent solicitations for multiple series of Walgreens Boots Alliance, Inc. and Walgreen Co. notes, along with pricing terms, early tender results and extensions of expiration times. These materials are relevant for understanding how the company and its acquirer managed outstanding debt securities around the time of the merger.
On this SEC filings page, users can review these historical documents in one place. AI-powered summaries highlight key terms from complex forms such as Form 8-K, Form 25 and Form 15, explain the implications of delisting and deregistration, and clarify how equity and debt holders were affected by the merger. Real-time connections to the EDGAR system ensure that filings related to WBA’s historical record are captured, while AI tools help interpret legal and financial language so that readers can more easily understand corporate actions, capital structure changes and the company’s transition from public to private ownership.
Timothy C. Wentworth, an officer and Chief Executive Officer-level reporting person of Walgreens Boots Alliance, Inc. (WBA), reported a change in beneficial ownership dated 08/28/2025. The Form 4 shows Disposition of 1,332,014 shares of Common Stock, which the filing explains includes shares underlying restricted stock units (RSUs), inclusive of RSUs issued in lieu of dividends. The transaction arose from the Merger described in the Merger Agreement dated March 6, 2025, under which each share of Common Stock was converted at the effective time into $11.45 in cash plus one divested asset proceed right or an equivalent issued by the buyer. The RSUs were cancelled in exchange for that per-share consideration, and any unvested RSU consideration remains subject to the reporting person’s continued service and original vesting conditions. Following the reported transaction, the filing reports 0 shares beneficially owned.
Walgreens Boots Alliance insider Todd Heckman, SVP, Global Controller and CAO, reported the automatic conversion and disposition of his 93,037 shares of Company common stock in connection with the merger described in the filing. Under the Merger Agreement dated March 6, 2025, each share was converted at the effective time into $11.45 in cash plus one divested asset proceed right. The filing states Heckman's restricted stock units (including dividend-equivalent RSUs) were cancelled and exchanged for the same per-share consideration, but payment for any unvested RSUs remains subject to continued employment and the prior vesting conditions.
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.
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.
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.
Richard P. Gates, Senior Vice President and Chief Pharmacy Officer of Walgreens Boots Alliance (WBA), reported a transaction on 08/28/2025 disposing of 145,444 shares of Common Stock, leaving him with 0 shares beneficially owned following the reported transaction. The disposition reflects the treatment of restricted stock units (RSUs) at the closing of a merger: under the Merger Agreement dated March 6, 2025, each share of Common Stock was converted into $11.45 in cash plus one divested asset proceed right issued by the acquiror. RSUs were cancelled in exchange for that per-share consideration, with payment for any unvested RSUs conditioned on the recipient's continued service consistent with prior vesting terms.
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.
Stefano Pessina, Executive Chairman and 10% owner of Walgreens Boots Alliance (WBA), reported material dispositions and cancellations tied to a completed merger. At the merger effective time, 1,317,544 restricted stock units (RSUs) held directly and 145,621,079 shares held indirectly through ASP Cayman converted into merger consideration consisting of $11.45 per share in cash plus a divested asset proceed right, subject to continued service vesting conditions. Multiple employee stock options with strikes of $57.38 to $82.46 were cancelled or disposed, and options with exercise prices equal to or above $11.45 were cancelled for no consideration.
Amendment No. 11 to the Schedule 13D reports that Alliance Sante Participations Ltd. (ASP Cayman) and Stefano Pessina completed a previously announced transaction under a Merger Agreement and, effective August 28, 2025, ceased to beneficially own any shares of Walgreens Boots Alliance, Inc. Common Stock.
As part of the closing, the Voting Agreement and Interim Investors Agreement were terminated and the transactions under the Reinvestment Agreement were completed. The cover pages reflect 0 shares and 0% ownership for both reporting persons.
Walgreens Boots Alliance completed its previously announced merger with Blazing Star Parent, an affiliate of funds managed by Sycamore Partners, on August 28, 2025. The company is now a wholly owned subsidiary of Parent and plans to terminate its public reporting obligations.
At closing, the company’s equityholders became entitled to approximately
All shares of common stock were cancelled and converted into the right to receive the merger consideration, and the common stock and listed notes were delisted from Nasdaq, with a Form 25 filed and a Form 15 expected. The company repaid and terminated its revolving credit and receivables facilities, completed tender offers and consent solicitations for multiple note series, amended or redeemed those notes, and adopted amended and restated certificate of incorporation and bylaws. Most legacy directors and certain executives resigned, and Mike Motz was appointed Chief Executive Officer of Walgreen Co., which will operate as a private standalone company.