Sec Form 4 Filing - Pessina Stefano @ Walgreens Boots Alliance, Inc. - 2025-08-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Pessina Stefano
2. Issuer Name and Ticker or Trading Symbol
Walgreens Boots Alliance, Inc. [ WBA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman of Board
(Last) (First) (Middle)
24 BOULEVARD DU TENAO
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2025
(Street)
MONTE CARLO, O998000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 08/28/2025 D 1,317,544 ( 1 ) D $ 11.45 ( 2 ) ( 3 ) ( 4 ) 0 D
Common Stock, par value $0.01 per share 08/28/2025 D 145,621,079 D $ 11.45 ( 5 ) 0 I By ASP Cayman ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee Stock Options (right to buy) $ 77.08 08/28/2025 D 263,273 ( 7 ) 02/12/2026 Common Stock 263,273 $ 0 0 D
Employee Stock Options (right to buy) $ 82.46 08/28/2025 D 410,798 ( 7 ) 11/01/2026 Common Stock 410,798 $ 0 0 D
Employee Stock Options (right to buy) $ 67.01 08/28/2025 D 504,710 ( 7 ) 11/01/2027 Common Stock 504,710 $ 0 0 D
Employee Stock Options (right to buy) $ 79.9 08/28/2025 D 395,061 ( 7 ) 11/01/2028 Common Stock 395,061 $ 0 0 D
Employee Stock Options (right to buy) $ 57.38 08/28/2025 D 420,168 ( 7 ) 11/01/2029 Common Stock 420,168 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pessina Stefano
24 BOULEVARD DU TENAO
MONTE CARLO, O998000
X X Executive Chairman of Board
Signatures
Benjamin S.J. Burman, attorney-in-fact 08/28/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Common Stock of Walgreens Boots Alliance, Inc. (the "Issuer") underlying restricted stock units ("Issuer RSUs") granted to the Reporting Person (including Issuer RSUs issued in lieu of dividends on outstanding Issuer RSUs granted to the Reporting Person).
( 2 )On August 28, 2025, the Issuer consummated the previously announced transaction pursuant to the Agreement and Plan of Merger, dated as of March 6, 2025, by and among the Issuer, Blazing Star Parent, LLC ("Parent"), Blazing Star Merger Sub., Inc. ("Merger Sub") and certain other affiliates of Parent named therein, whereby Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
( 3 )At the effective time of the Merger (the "Effective Time"), each Issuer RSU that was not vested at or before the Effective Time was canceled and converted into the contingent right to receive (a) cash in an amount equal to the product of (i) $11.45 (the "Per Share Cash Consideration") and (ii) the aggregate number of shares of Common Stock of the Issuer ("Common Stock") subject to such Issuer RSU (including any shares subject to dividend equivalent units credited thereon), without interest and subject to all applicable withholding taxes, and (b) 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 (a "Divested Asset Proceed Right" and, together, the "Per RSU Merger Consideration").
( 4 )Payment of the aggregate Per RSU Merger Consideration payable to the Reporting Person is subject to the Reporting Person remaining in continuous service to the surviving corporation as an employee or consultant until the date on which the original vesting conditions applicable to the underlying Issuer RSUs immediately prior to the Effective Time (including any accelerated vesting provisions therein) are satisfied.
( 5 )At the Effective Time, each share of Common Stock was canceled and converted into the right to receive (a) the Per Share Cash Consideration, without interest thereon and subject to all applicable withholding taxes, and (b) one Divested Asset Proceed Right.
( 6 )Shares of Common Stock are held of record by ASP Cayman, a corporation which is 100% owned by the Reporting Person.
( 7 )At the Effective Time, each Issuer stock option with a per share exercise price equal or greater than the Per Share Cash Consideration was cancelled for no consideration.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.