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.
Nancy M. Schlichting, a director of Walgreens Boots Alliance, reported receiving an annual non-employee director share grant. The Form 4 shows she was issued 16,820 shares of WBA common stock on 08/13/2025 as director compensation under the company's 2021 Omnibus Incentive Plan, in arrears for services rendered the prior year. The grant price is recorded as $0, and the filing discloses that she now beneficially owns 37,961 shares. The form was signed on 08/15/2025 by an attorney-in-fact.
Walgreens Boots Alliance (WBA) – Supplemental DEFA14A for proposed Sycamore Partners take-private
The filing provides additional proxy disclosures intended to moot shareholder litigation and demand letters challenging the adequacy of the June 6, 2025 definitive proxy. The company is scheduled to hold a special meeting on July 11, 2025 to vote on the March 6, 2025 merger agreement under which Blazing Star Parent (an affiliate of Sycamore Partners) will acquire WBA.
Litigation status: Two suits (Illinois “Drulias” and New York “Johnson”) seek to enjoin the vote, alleging omissions in the proxy regarding financial projections, advisor analyses and conflicts. Eleven demand letters raise similar points. WBA considers all claims meritless but is voluntarily supplementing disclosures to avoid delays and costs.
Key new disclosures (page references to original proxy):
- Expanded background of negotiations, including Sycamore confidentiality terms, board deliberations on dividend sustainability, alternative-party outreach and Kirkland & Ellis relationships (pp. 37, 42, 57).
- Detailed quantitative inputs in Centerview’s valuation work: updated public-company multiples (mean EV/NTM EBITDA 5.9×), precedent transaction multiples (median 6.9×) and DCF assumptions (WACC 9.25-10.75%, terminal EBITDA multiple 5-7×).
- Per-share equity value ranges now explicitly stated:
- Public comps: $4.60–$12.70
- Precedent deals: $6.90–$15.20
- DCF: $10.80–$19.10
- Premiums-paid: $10.60–$12.80
- Morgan Stanley 2025E P/E comps: $7.95–$12.25
- Comprehensive forward-looking financial projections (February, VMD, October, December iterations) now presented, showing FY-2025 revenue about $154 bn and Adjusted EBITDA of $3.7 bn (2.4% margin) with modest free-cash-flow generation.
Implications for shareholders: 1) Additional transparency lowers injunction risk and improves the probability of a timely vote. 2) Valuation data allow investors to benchmark the offer price versus independent ranges; while fair relative to trading and precedent metrics, the board’s DCF indicates potential upside beyond the bid. 3) The filing highlights sizeable liabilities (opioid settlements, dark-rent, pension) and limited FCF, factors that may have compressed standalone valuation.
Walgreens Boots Alliance (NASDAQ:WBA) filed Definitive Additional Proxy Materials (DEFA14A) tied to its proposed merger with Sycamore Partners’ vehicle Blazing Star.
The filing confirms that the special shareholder meeting will be held on July 11, 2025, when investors will vote on the transaction detailed in the March 6, 2025 merger agreement. CEO Tim Wentworth’s transcript highlights Q3 FY25 progress: cost-savings in U.S. retail pharmacy, improving VillageMD and Shields performance, strong international results and higher cash flow, offset by continuing U.S. retail headwinds.
The Board unanimously recommends a FOR vote. Forward-looking language reiterates multiple risks including financing, regulatory approvals and potential termination fees. No financial terms of the merger or voting tallies are disclosed in this update.