Walgreens: Pessina and Alliance Sante Report 0% Ownership Post‑Closing

Rhea-AI Filing Summary

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.

Positive

• Transaction closed pursuant to the Merger Agreement on August 28, 2025
• Voting Agreement and Interim Investors Agreement terminated in connection with the closing
• Reinvestment Agreement transactions completed in accordance with their terms
• Cover pages show 0 shares and 0% ownership, confirming exit

Negative

• Reporting persons ceased to beneficially own more than 5% of WBA Common Stock, removing a significant long‑standing holder
• Filing does not disclose deal consideration or post‑closing governance arrangements, limiting investor visibility

Insights

Corporate Governance Expert

TL;DR: A long‑time significant holder formally exits following a closing, removing >5% beneficial ownership.

The filing is an exit notice: ASP Cayman and Mr. Pessina no longer hold any beneficial interest in WBA effective August 28, 2025. Termination of the Voting Agreement and Interim Investors Agreement ends their governance arrangements, which may shift the shareholder alignment and reduce an influential stakeholder's direct oversight. The filing confirms completion of reinvestment mechanics but provides no post‑closing governance details.

M&A Specialist

TL;DR: The Merger Agreement closed and related investor agreements were wound up as contemplated.

This Amendment documents transaction close mechanics: completion of the Merger Agreement, termination of ancillary investor/voting agreements, and satisfaction of the Reinvestment Agreement. It serves as a formal post‑closing disclosure rather than announcing new commercial terms. The cessation of beneficial ownership is the material outcome; the filing does not disclose consideration amounts or additional deal economics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

WALGREENS BOOTS ALLIANCE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

931427108

(CUSIP Number)

Ben Burman
Ben Burman Avocat EURL, 69, avenue Victor Hugo
Paris, I0, 75116
011 33 1 45 02 19 19

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/28/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 931427108

1

Name of reporting person

Alliance Sante Participations Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 931427108

1

Name of reporting person

Stefano Pessina

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MONACO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: WALGREENS BOOTS ALLIANCE, INC.
(c)	Address of Issuer's Principal Executive Offices: 108 Wilmot Road, Deerfield, ILLINOIS , 60015.
Item 1 Comment: This Amendment No. 11 to Schedule 13D (this "Amendment No. 11") is being filed by Alliance Sante Participations Ltd. ("ASP Cayman") and Stefano Pessina (together with ASP Cayman, the "Reporting Persons") and relates to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Walgreens Boots Alliance, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 11 amends and supplements the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the "SEC") on December 31, 2014, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on January 20, 2015, by Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 31, 2015, by Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on November 4, 2016, by Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on January 17, 2018, byAmendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on July 17, 2018, by Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the SEC on November 5, 2019, by Amendment No. 7 to Schedule 13D filed by the Reporting Persons with the SEC on December 17, 2019, by Amendment No. 8 to Schedule 13D filed by the Reporting Persons with the SEC on July 27, 2020, by Amendment No. 9 to Schedule 13D filed by the Reporting Persons with the SEC on March 7, 2025 and by Amendment No. 10 filed by the Reporting Persons with the SEC on March 29, 2025 (as so amended, the "Existing Schedule 13D"). As previously reported in the Existing Schedule 13D, the original Schedule 13D, as well as Amendments 1 through 10, were filed by Alliance Sante Participations S.A., and such filings can be found under its file number (CIK 0001554671). Capitalized terms used in this Amendment No. 11 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedule 13D. Except as specifically amended hereby, items in the Existing Schedule 13D remain unmodified. This Amendment No. 11 constitutes an exit filing for ASP Cayman and Mr. Pessina. As further described in this Amendment No. 11, the previously announced Transaction was completed pursuant to the Merger Agreement. As a result, effective August 28, 2025, ASP Cayman and Mr. Pessina have ceased to have beneficial ownership of any shares of Common Stock of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Agreement and Plan of Merger On August 28, 2025 (the "Closing Date"), the previously announced Transaction was completed pursuant to the Merger Agreement. Voting Agreement and Interim Investors Agreement In connection with the consummation of the Transaction, each of the Voting Agreement and the Interim Investors Agreement was terminated in accordance with its terms. Reinvestment Agreement In connection with the consummation of the Transaction, the transactions contemplated by the Reinvestment Agreement were completed in accordance with the terms of the Reinvestment Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Existing Schedule 13D is hereby amended and restated in its entirety as follows: The responses of each of the Reporting Persons with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock beneficially owned by such Reporting Persons are incorporated herein by reference.
(b)	Item 5(b) of the Existing Schedule 13D is hereby amended and restated in its entirety as follows: The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of are incorporated herein by reference.
(c)	Item 5(c) of the Existing Schedule 13D is hereby amended and restated in its entirety as follows: Other than as described elsewhere in this Amendment No. 11 (including the information in Item 4, which is incorporated herein by reference), the Reporting Persons and, to the knowledge of the Reporting Persons, the persons listed in Annex A hereto, have effected no transactions in the Issuer's securities in the past 60 days.
(e)	Item 5(e) of the Existing Schedule 13D is hereby amended and restated in its entirety as follows: On August 28, 2025, the Reporting Persons ceased to beneficially own more than five percent of the Issuer's Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit AC: Joint Filing Agreement, dated August 28, 2025, by and between Alliance Sante Participations Ltd. and Stefano Pessina.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alliance Sante Participations Ltd.

Signature:	/s/ Stefano Pessina
Name/Title:	Director
Date:	08/28/2025

Signature:	/s/ Ben Burman
Name/Title:	Director
Date:	08/28/2025

Stefano Pessina

Signature:	/s/ Stefano Pessina
Name/Title:	Stefano Pessina
Date:	08/28/2025

FAQ

What did the Schedule 13D/A filed for WBA report?

It reports that Alliance Sante Participations Ltd. and Stefano Pessina completed the previously announced transaction under the Merger Agreement and ceased to beneficially own any WBA common stock effective August 28, 2025.

When did ASP Cayman and Stefano Pessina cease ownership of WBA shares?

Effective August 28, 2025, the Reporting Persons ceased to beneficially own any shares of WBA Common Stock.

Which agreements were terminated as part of the closing?

The filing states that the Voting Agreement and the Interim Investors Agreement were terminated in accordance with their terms upon consummation of the Transaction.

Did the Reporting Persons retain any ownership after the closing?

No. The cover pages in this Amendment show 0 shares and 0% beneficial ownership for both Reporting Persons.

Does the filing disclose the financial terms of the Transaction?

No. The Amendment confirms closing and contract terminations but does not disclose consideration amounts or detailed deal economics.