Walgreen Boots SEC Filings

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.