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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Walgreens Boots Alliance, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 28, 2025 |
As filed with the Securities and Exchange Commission on August 28, 2025 S-8 POS As filed with the Securities and Exchange Commission on August 28, 2025 Registration No. |
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| August 28, 2025 |
As filed with the Securities and Exchange Commission on August 28, 2025 S-8 POS As filed with the Securities and Exchange Commission on August 28, 2025 Registration No. |
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| August 28, 2025 |
EX-99.2 Exhibit 99.2 Walgreen Co. To Operate as Private Standalone Company Following Acquisition By Sycamore Partners Appoints Mike Motz as Chief Executive Officer Deerfield, Ill.—Aug. 28, 2025—Walgreen Co. (“Walgreens”, or the “Company”), America’s leading independent retail pharmacy, announced today that it is now operating as a private standalone company following its acquisition by Sycamore Pa |
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| August 28, 2025 |
As filed with the Securities and Exchange Commission on August 28, 2025 S-8 POS As filed with the Securities and Exchange Commission on August 28, 2025 Registration No. |
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| August 28, 2025 |
WALGREENS BOOTS ALLIANCE, INC. SECOND SUPPLEMENTAL INDENTURE EX-4.3 Exhibit 4.3 WALGREENS BOOTS ALLIANCE, INC. SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE, dated as of August 4, 2025 (this “Supplemental Indenture”), by and between WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation, as issuer (the “Company”) and COMPUTERSHARE TRUST COMPANY, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), supplemen |
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| August 28, 2025 |
SECOND AMENDED AND RESTATED WALGREENS BOOTS ALLIANCE, INC. * * * * * As of August 28, 2025 ARTICLE 1 EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF WALGREENS BOOTS ALLIANCE, INC. * * * * * As of August 28, 2025 ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without |
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| August 28, 2025 |
WALGREENS BOOTS ALLIANCE, INC. FIRST SUPPLEMENTAL INDENTURE EX-4.2 Exhibit 4.2 WALGREENS BOOTS ALLIANCE, INC. FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of August 4, 2025 (this “Supplemental Indenture”), by and between WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation, as issuer (the “Company”) and COMPUTERSHARE TRUST COMPANY, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), supplements |
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| August 28, 2025 |
WALGREEN CO. FIRST SUPPLEMENTAL INDENTURE EX-4.1 Exhibit 4.1 WALGREEN CO. FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of August 4, 2025 (this “Supplemental Indenture”), by and between WALGREEN CO., an Illinois corporation, as issuer (the “Company”) and COMPUTERSHARE TRUST COMPANY, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), supplements the Indenture, dated as of July 17 |
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| August 28, 2025 |
As filed with the Securities and Exchange Commission on August 28, 2025 S-8 POS As filed with the Securities and Exchange Commission on August 28, 2025 Registration No. |
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| August 28, 2025 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WALGREENS BOOTS ALLIANCE, INC. EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WALGREENS BOOTS ALLIANCE, INC. FIRST: The name of the corporation is Walgreens Boots Alliance, Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle, Delaware |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Com |
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| August 28, 2025 |
As filed with the Securities and Exchange Commission on August 28, 2025 POSASR As filed with the Securities and Exchange Commission on August 28, 2025 Registration No. |
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| August 28, 2025 |
Sycamore Partners Completes Acquisition of Walgreens Boots Alliance EX-99.1 Exhibit 99.1 Sycamore Partners Completes Acquisition of Walgreens Boots Alliance New York – Aug. 28, 2025—Sycamore Partners (“Sycamore”) announced today that it has completed its acquisition of Walgreens Boots Alliance, Inc. (the “Company” or “WBA”). Sycamore is acquiring the business in partnership with Stefano Pessina and his family, who have reinvested 100% of their interests in WBA, de |
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| July 15, 2025 |
Exhibit 99.1 To: Directors and Section 16 Officers of Walgreens Boots Alliance, Inc. (“Walgreens” or the “Company”) From: Lanesha Minnix, Executive Vice President, Global Chief Legal Officer and Corporate Secretary Date: July 15, 2025 Re: Notice Regarding Blackout Period and Regulation BTR Trading Restrictions As you are aware, Company stockholders voted on a proposal to approve the Agreement and |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| July 11, 2025 |
Exhibit 99.1 Walgreens Boots Alliance Shareholders Overwhelmingly Approve Transaction with Sycamore Partners Transaction expected to close in the third or fourth quarter of calendar year 2025 DEERFIELD, Ill. – July 11, 2025 – Walgreens Boots Alliance, Inc. (Nasdaq: WBA) (the “Company” or “WBA”) today announced that at the Company’s Special Meeting of Shareholders (the “Special Meeting”), WBA share |
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| July 11, 2025 |
SC 13E3/A 1 d15785dsc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Walgreens Boots Alliance, Inc. (Name of the Issuer) Walgreens Boots Alliance, Inc. Blazing Star Parent, LLC Blazing Star Merger Sub, Inc. Sycamore Partners III, L |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commis |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-36759 WALGREENS BOOTS |
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| June 26, 2025 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2025 Third Quarter Results Third quarter financial results • Third quarter loss per share1 was $0.20 compared to earnings per share of $0.40 in the year-ago quarter. The decline in earnings per share was primarily driven by prior year after-tax gains related to fair value adjustments on variable prepaid forward derivatives and a partial |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 17, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| June 13, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Walgreens Boots Alliance, Inc. (Name of the Issuer) Walgreens Boots Alliance, Inc. Blazing Star Parent, LLC Blazing Star Merger Sub, Inc. Sycamore Partners III, L.P. Sycamore Partners III-A, L.P. Sycamor |
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| June 6, 2025 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 6, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| June 5, 2025 |
Exhibit (c)(4) Project Blazing Star Transaction Committee Discussion December 11, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. |
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| June 5, 2025 |
- Highly Confidential - Summary of Key Terms of Current Offer ▪ Saturn’s offer reflects $11. |
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| June 5, 2025 |
Exhibit (c)(9) Project Blazing Star Discussion Materials February 2025 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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| June 5, 2025 |
EX-99.(C)(3) Exhibit (c)(3) Project Blazing Star Board of Directors Discussion Materials December 4, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. - Highly Confidential - Centerview Di |
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| June 5, 2025 |
Exhibit (c)(12) Project Blazing Star Discussion Materials February 28, 2025 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Walgreens Boots Alliance, Inc. (Name of the Issuer) Walgreens Boots Alliance, Inc. Blazing Star Parent, LLC Blazing Star Merger Sub, Inc. Sycamore Partners III, L.P. Sycamore Partners III-A, L.P. Sycamor |
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| June 5, 2025 |
EX-99.(C)(1) 2 d946494dex99c1.htm EX-99.(C)(1) - Confidential - Situation Background: Saturn’s Initial Approach ▪ On September 23, 2024, Saturn submitted a letter outlining their “intention to make an offer to acquire” the entirety of Blazing Star for $13-14 per share ▪ The letter outlined Saturn’s very high level contemplated transaction / financing structure and proposed diligence process ▪ Sinc |
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| June 5, 2025 |
- Highly Confidential - Centerview Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Board of Directors of Blazing Star in connection with its evaluation of a proposed transaction involving Blazing Star and for no other purpose. |
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| June 5, 2025 |
Exhibit (c)(6) Project Blazing Star Board of Directors Discussion December 23, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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| June 5, 2025 |
- Highly Confidential - Centerview Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Board of Directors of Blazing Star in connection with its evaluation of a proposed transaction involving Blazing Star and for no other purpose. |
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| June 5, 2025 |
PRELIMINARY – SUBJECT TO CHANGE AND REVIEW SECTION 1 Transaction Overview 2 STRICTLY PRIVATE AND CONFIDENTIAL PRELIMINARY – SUBJECT TO CHANGE AND REVIEW Review of Proposed Transaction Selected Terms Based on Draft Agreements as of February 24, 2025 (Subject to Change) Proposed • Saturn to acquire 100% of the fully diluted common equity of Blazing Star, excluding the shares held by the Executive Chairman (herein referred to as “SP”) Transaction Consideration to • At closing, non-SP shareholders will receive the following: 1) $11. |
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| June 5, 2025 |
- Highly Confidential - Centerview Disclaimer This presentation has been prepared by Centerview Partners LLC(“Centerview”) for use solely by the Board of Directors of Blazing Star in connection with its evaluation of a proposed transaction involving Blazing Star and for no other purpose. |
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| June 5, 2025 |
- Highly Confidential - Centerview Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Board of Directors of Blazing Star in connection with its evaluation of a proposed transaction involving Blazing Star and for no other purpose. |
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| June 5, 2025 | ||
| June 5, 2025 |
Exhibit (c)(5) Project Blazing Star Transaction Committee Discussion December 18, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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| June 5, 2025 |
EX-99.(C)(11) - Highly Confidential - Reflects latest status of financing packages with some areas to be confirmed Summary of Saturn Financing ▪ Saturn has continued to make progress on its Financing, engaging with a broad set of Commercial & Investment Banks, Private Credit/Specialized Lenders and Preferred Equity providers to source financing for the transaction ▪ Saturn’s intent is to provide t |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Walgreens Boots Alliance, Inc. (Name of the Issuer) Walgreens Boots Alliance, Inc. Blazing Star Parent, LLC Blazing Star Merger Sub, Inc. Sycamore Partners III, L.P. Sycamore Partners III-A, L.P. Sycamor |
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| May 14, 2025 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 9, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration No. |
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| April 29, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) WALGREENS BOOTS ALLIANCE, INC. |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| April 18, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 14, 2025 |
EX-99.(C)(11) - Highly Confidential - Reflects latest status of financing packages with some areas to be confirmed Summary of Saturn Financing ▪ Saturn has continued to make progress on its Financing, engaging with a broad set of Commercial & Investment Banks, Private Credit/Specialized Lenders and Preferred Equity providers to source financing for the transaction ▪ Saturn’s intent is to provide t |
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| April 14, 2025 |
EX-99.(B)(1) Exhibit (b)(1) UBS AG, STAMFORD BRANCH 600 Washington Blvd Stamford, CT 06901 WELLS FARGO Real Estate Capital Markets 30 Hudson Yards, 62nd Floor New York, NY 10001 PROJECT WING FINANCING COMMITMENT LETTER March 6, 2025 Blazing Star Merger Sub, Inc. c/o Sycamore Partners Management, L.P. 9 West 57th Street, 31st Floor New York, New York 10019 Re: Project Wing – Real Estate Loan Ladies |
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| April 14, 2025 |
SC 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Walgreens Boots Alliance, Inc. (Name of the Issuer) Walgreens Boots Alliance, Inc. Blazing Star Parent, LLC Blazing Star Merger Sub, Inc. Sycamore Partners III, L.P. Sycamore Partners III-A, L.P. Sycamore Partners |
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| April 14, 2025 |
EX-99.(B)(4) Exhibit (b)(4) HPS INVESTMENT PARTNERS LLC 40 West 57th Street, 33rd Floor New York, NY 10019 GOLDMAN SACHS ASSET MANAGEMENT 200 West Street New York, NY 10282 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 CONFIDENTIAL March 6, 2025 Blazing Star Merger Sub, Inc. c/o Sycamore Partners Management, L.P. 9 West 57th Street, 31st Floor New York, New York 10019 PROJECT WIN |
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| April 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Schedule 14A (Form Type) Walgreens Boots Alliance, Inc. |
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| April 14, 2025 |
EX-99.(B)(5) Exhibit (b)(5) JPMORGAN CHASE BANK, N.A. LONDON BRANCH J.P. MORGAN SECURITIES PLC 25 Bank Street, Canary Wharf, London E14 5JP JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198 UBS AG LONDON BRANCH 5 Broadgate London EC2M 2QS CITIBANK, N.A., LONDON BRANCH CITICORP NORTH AMERICA, INC. Citigroup Centre Ca |
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| April 14, 2025 |
Exhibit (c)(6) Project Blazing Star Board of Directors Discussion December 23, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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| April 14, 2025 |
Discussion Materials, dated February 13, 2025, prepared by Centerview for the Board of Directors. EX-99.(C)(10) - Highly Confidential - Summary of Key Terms of Current Offer ▪ Saturn’s offer reflects $11.45 per share in cash, subject to the potential for a negative adjustment related to the Everly litigation, and up to $3 per share in proceeds from the Asset Sale Value Note (“ASVN”) – $11.45 per share in cash is subject to pre-signing adjustment, dollar for dollar, if Everly settlement is grea |
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| April 14, 2025 |
EX-99.(B)(7) Exhibit (b)(7) WELLS FARGO BANK, NATIONAL ASSOCIATION 125 High Street Boston, MA 02110 CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, NY 10013 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. One Columbus Circle New York, New York 10019 GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York |
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| April 14, 2025 |
EX-99.(D)(6) Exhibit (d)(6) LIMITED GUARANTY This LIMITED GUARANTY dated as of March 6, 2025 (this “Limited Guaranty”) is entered into by Sycamore Partners III, L.P., a Cayman Islands exempted limited partnership (“SP III”), and Sycamore Partners III-A, L.P., a Cayman Islands exempted limited partnership (“SP III-A”) (each of SP III and SP III-A, a “Guarantor” and, together, the “Guarantors”), in |
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| April 14, 2025 |
Discussion Materials, dated February 28, 2025, prepared by Centerview for the Board of Directors. EX-99.(C)(12) Exhibit (c)(12) Project Blazing Star Discussion Materials February 28, 2025 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. - Highly Confidential - Centerview Disclaimer This pr |
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| April 14, 2025 |
EX-99.(B)(3) Exhibit (b)(3) UBS AG, STAMFORD BRANCH 600 Washington Boulevard Stamford, Connecticut 06901 UBS SECURITIES LLC 1285 Avenue of the Americas New York, New York 10019 CONFIDENTIAL March 6, 2025 Blazing Star Merger Sub, Inc. c/o Sycamore Partners Management, L.P. 9 West 57th Street, 31st Floor New York, New York 10019 PROJECT WING Commitment Letter Ladies and Gentlemen: Blazing Star Merge |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 14, 2025 |
Discussion Materials, dated October 8, 2024, prepared by Centerview for the Board of Directors. EX-99.(C)(1) Exhibit (c)(1) Project Blazing Star Confidential Discussion Materials October 8, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. - Confidential - Situation Background: Satur |
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| April 14, 2025 |
Discussion Materials, dated February 9, 2025, prepared by Centerview for the Board of Directors. EX-99.(C)(8) - Highly Confidential - Centerview Disclaimer This presentation has been prepared by Centerview Partners LLC(“Centerview”) for use solely by the Board of Directors of Blazing Star in connection with its evaluation of a proposed transaction involving Blazing Star and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Blazing Sta |
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| April 14, 2025 |
EX-99.(C)(9) Exhibit (c)(9) Project Blazing Star Discussion Materials February 2025 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. - Highly Confidential - Background on the ASVN § Saturn has |
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| April 14, 2025 |
EX-99.(B)(2) Exhibit (b)(2) GOLDENTREE ASSET MANAGEMENT LP 300 Park Avenue, 21st Floor New York, New York 10022 CONFIDENTIAL March 6, 2025 Blazing Star Merger Sub, Inc. c/o Sycamore Partners Management, L.P. 9 West 57th Street, 31st Floor New York, New York 10019 PROJECT WING International Business Preferred Equity Commitment Letter Ladies and Gentlemen: Blazing Star Merger Sub, Inc. (“Merger Sub” |
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| April 14, 2025 |
EX-99.(C)(7) - Highly Confidential - Centerview Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Board of Directors of Blazing Star in connection with its evaluation of a proposed transaction involving Blazing Star and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Blazing St |
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| April 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Walgreens Boots Alliance, Inc. |
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| April 14, 2025 |
Exhibit (d)(5) EQUITY COMMITMENT LETTER Private and Strictly Confidential March 6, 2025 Blazing Star Parent, LLC Blazing Star Shields Direct Parent, LLC Blazing Star IA Parent, LLC Sycamore Partners Management, L. |
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| April 14, 2025 |
EX-99.(B)(6) Exhibit (b)(6) CONFIDENTIAL WELLS FARGO BANK, NATIONAL ASSOCIATION 1100 ABERNATHY ROAD, SUITE 1600 ATLANTA, GA 30328 March 6, 2025 Blazing Star Merger Sub, Inc. c/o Sycamore Partners Management, L.P. 9 West 57th Street, 31st Floor New York, New York 10019 $1,000,000,000 Receivables Purchase Facility (“Receivables Purchase Facility”) Commitment Letter Ladies and Gentlemen: Blazing Star |
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| April 14, 2025 |
Discussion Materials, dated December 4, 2024, prepared by Centerview for the Board of Directors. EX-99.(C)(3) Exhibit (c)(3) Project Blazing Star Board of Directors Discussion Materials December 4, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. - Highly Confidential - Centerview Di |
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| April 14, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 14, 2025 |
EX-99.(C)(5) Exhibit (c)(5) Project Blazing Star Transaction Committee Discussion December 18, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. - Highly Confidential - Centerview Disclaim |
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| April 14, 2025 |
Section 262 of the General Corporation Law of the state of Delaware. EX-99.(F) Exhibit (f) APPRAISAL RIGHTS UNDER THE DGCL § 262. Appraisal rights (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or cont |
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| April 14, 2025 |
Discussion Materials, dated March 6, 2025, prepared by Centerview for the Board of Directors. - Highly Confidential - Centerview Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Board of Directors of Blazing Star in connection with its evaluation of a proposed transaction involving Blazing Star and for no other purpose. |
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| April 14, 2025 |
Discussion Materials, dated October 24, 2024, prepared by Centerview for the Board of Directors. - Highly Confidential - Centerview Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Board of Directors of Blazing Star in connection with its evaluation of a proposed transaction involving Blazing Star and for no other purpose. |
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| April 14, 2025 |
EX-99.(C)(4) Exhibit (c)(4) Project Blazing Star Transaction Committee Discussion December 11, 2024 [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission. |
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| April 14, 2025 |
EX-99.(C)(13) PRELIMINARY – SUBJECT TO CHANGE AND REVIEW SECTION 1 Transaction Overview 2 STRICTLY PRIVATE AND CONFIDENTIAL PRELIMINARY – SUBJECT TO CHANGE AND REVIEW Review of Proposed Transaction Selected Terms Based on Draft Agreements as of February 24, 2025 (Subject to Change) Proposed • Saturn to acquire 100% of the fully diluted common equity of Blazing Star, excluding the shares held by th |
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| April 14, 2025 |
Discussion Materials, dated March 6, 2025, prepared by Morgan Stanley for the Board of Directors. EX-99.(C)(15) |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-36759 WALGREENS |
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| April 8, 2025 |
Walgreens Boots Alliance Reports Fiscal 2025 Second Quarter Results EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2025 Second Quarter Results Second quarter financial results • Second quarter loss per share1 was $3.30 compared to loss per share of $6.85 in the year-ago quarter. Second quarter results include $4.2 billion of non-cash impairment charges attributable to WBA, net of tax and non-controlling interest, related to goodwill, intangible and o |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction (Commission (IRS Employe |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 13, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 11, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| March 10, 2025 |
Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of March 6, 2025, is entered into by and among Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), Stefano Pessina (“SP”), Alliance Santé Participations S.A., a Luxembourg société anonyme (“ASP”, and together with SP, the “Stockholders” and each, individually, a “Stockholder”) and Blazing Star Pare |
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| March 10, 2025 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BLAZING STAR PARENT, LLC, THE OTHER PARENT ENTITIES IDENTIFIED HEREIN, BLAZING STAR MERGER SUB, INC. and WALGREENS BOOTS ALLIANCE, INC. Dated as of March 6, 2025 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Effective Time of the Merger 2 1.3 Closings 3 1.4 Effects of the Merger 4 1.5 Certificate of Incorporation and |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| March 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| March 6, 2025 |
Exhibit 99.2 Walgreens Boots Alliance to Be Acquired by Sycamore Partners March 6, 2025 © 2025 Walgreens Boots Alliance, Inc. All rights reserved. Safe Harbor and Non-GAAP Additional Information and Where to Find It In connection with the proposed transaction between Walgreens Boots Alliance, Inc. (the “Company”) and affiliates of Sycamore Partners Management, L.P. (“Sycamore Partners”), the Compa |
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| March 6, 2025 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Enters into Definitive Agreement to Be Acquired by Sycamore Partners Total Consideration Consists of $11.45 per Share in Cash and Additional Potential Value of Up To $3.00 in Cash per WBA Share from Future Monetization of VillageMD Businesses Sycamore and WBA Combine Retail and Healthcare Expertise to Better Position WBA to Accelerate Turnaround Plan D |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (C |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (C |
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| February 6, 2025 |
144 0001618921 XXXXXXXX LIVE 0001140859 Cencora, Inc. 001-16671 1 West First Avenue Conshohocken PA 19428-1800 610-727-7000 Walgreens Boots Alliance Holdings LLC Affiliate Common Stock J.P. Morgan Securities LLC 383 Madison Avenue New York NY 10017 1081885 266284355.05 193917082 02/06/2025 NYSE Common Stock 08/25/2016 Shares acquired upon exercise of warrant The Issuer N 22696912 08/25/2016 Cash Y |
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| February 5, 2025 |
Walgreens Boots Alliance, Inc. Amended and Restated 2021 Omnibus Incentive Plan Exhibit 10.1 WALGREENS BOOTS ALLIANCE, INC. AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN AMENDED AND RESTATED ON JANUARY 30, 2025 WALGREENS BOOTS ALLIANCE, INC. AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS Page I. Background 4 II. Purpose 4 III. Definitions 4 IV. Administration 10 4.01 Authority of the Committee 10 4.02 Manner of Exercise of Committee Authority 11 4.03 Ad |
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| February 5, 2025 |
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF WALGREENS BOOTS ALLIANCE, INC. Walgreens Boots Alliance, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Walgreens Boots Alliance, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was September 2, 201 |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Co |
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| January 30, 2025 |
Exhibit 99.1 Walgreens Boots Alliance Suspends Quarterly Dividend as Company Continues Disciplined Execution Against Strategic Priorities DEERFIELD, Ill., Jan. 30, 2025 – Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced that its board of directors is suspending the company’s cash dividend historically paid to stockholders on a quarterly basis, as management continues to evaluate and re |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Co |
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| January 24, 2025 |
United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (voluntary submission) Pursuant to Rule 14a-103 Name of the Registrant: Walgreens Boots Alliance, Inc. Name of persons relying on exemption: The Shareholder Commons, Inc. |
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| January 10, 2025 |
Percent of Target Performance Shares Earned EXHIBIT 10.1 WALGREENS BOOTS ALLIANCE, INC. 2021 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-36759 WALGREENS |
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| January 10, 2025 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2025 First Quarter Results Delivering Progress on Strategic Priorities; Maintaining Full Year Adjusted EPS Guidance First quarter financial results • First quarter loss per share1 was $0.31 versus loss per share of $0.08 in the year-ago quarter. Loss per share in the current quarter includes costs related to the Footprint Optimization Pr |
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| January 10, 2025 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Co |
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| January 10, 2025 |
WALGREENS BOOTS ALLIANCE, INC. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT EXHIBIT 10.2 WALGREENS BOOTS ALLIANCE, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of |
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| January 10, 2025 |
WALGREENS BOOTS ALLIANCE, INC. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT EXHIBIT 10.3 WALGREENS BOOTS ALLIANCE, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of |
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| December 16, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Walgreens Boots Alliance, Inc. |
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| December 16, 2024 |
Form of T-1 Statement of Eligibility of Trustee. Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N |
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| December 16, 2024 |
As filed with the Securities and Exchange Commission on December 16, 2024 As filed with the Securities and Exchange Commission on December 16, 2024 Registration No. |
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| December 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definiti |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement |
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| December 13, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (voluntary submission) Pursuant to Rule 14a-103 Name of the Registrant: Walgreens Boots Alliance, Inc. Name of persons relying on exemption: The Shareholder Commons, Inc. |
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| December 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definiti |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (C |
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| November 29, 2024 |
Case 1:21-cv-00406-GBW Document 48 Filed 11/22/24 Page 1 of 12 PageID #: 308 Exhibit 99. |
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| November 29, 2024 |
Case 1:21-cv-00406-GBW Document 41-1 Filed 07/10/24 Page 2 of 59 PageID #: 244 Exhibit 99. |
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| November 14, 2024 |
SC 13G 1 d897677dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* BRIGHTSPRING HEALTH SERVICES, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 10950 A106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement |
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| October 18, 2024 |
WBA / Walgreens Boots Alliance, Inc. / STATE STREET CORP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WALGREENS BOOTS ALLIANCE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 931427108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| October 15, 2024 |
EXHIBIT 10.36 January 12, 2024 Mary Langowski [Address] Dear Mary, We are pleased to offer you the position of EVP & President, US Healthcare, Walgreens Boots Alliance, Inc. (“WBA” or the “Company”) reporting to the Chief Executive Officer, WBA. We look forward to you joining our team. The terms of this offer are subject to the final approval of the Compensation and Leadership Performance Committe |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Co |
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| October 15, 2024 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal Year 2024 Earnings Fourth Quarter In Line with Expectations; Announces Accretive Footprint Optimization Program Fourth quarter financial results • Fourth quarter loss per share1 was $3.48 versus loss per share of $0.21 in the year-ago quarter. Loss per share in the current quarter includes a non-cash charge for valuation allowance on def |
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| October 15, 2024 |
Exhibit 21 Certain subsidiaries of Walgreens Boots Alliance, Inc. as of August 31, 2024 and their respective state of incorporation or organization are listed below. The names of certain other subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of August 31, 2024, a “significant subsidiary” as that term is defined in Rule 1-02(w |
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| October 15, 2024 |
WALGREENS BOOTS ALLIANCE, INC. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION EXHIBIT 97 WALGREENS BOOTS ALLIANCE, INC. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Compensation and Leadership Performance Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Walgreens Boots Alliance, Inc. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compe |
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| October 15, 2024 |
EXHIBIT 10.1 WALGREENS BOOTS ALLIANCE, INC. MANAGEMENT INCENTIVE PLAN (As amended and restated effective July 9, 2024) Walgreens Boots Alliance, Inc. (the “Company”) maintains this Management Incentive Plan (the “Plan”) for the benefit of eligible Participants, as defined below. The Plan is hereby amended and restated, effective as of July 9, 2024. 1. Purpose: The purpose of the Plan is to provide |
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| October 15, 2024 |
Exhibit 4.21 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of October 8, 2024, Walgreens Boots Alliance, Inc. (“Walgreens Boots Alliance,” the “Company,” “we,” “our” and “us” refer solely to Walgreens Boots Alliance, Inc. and not its subsidiaries and any person that succeeds thereto) has three classes of securities registered |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number 001-36759 WALGREENS BOOTS ALLIANCE, INC. |
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| October 15, 2024 |
EXHIBIT 19 INSIDER TRADING Policy Owner: WBA Senior Vice President, Corporate Secretary This Policy describes the rules for transactions in securities of Walgreens Boots Alliance (“WBA”) or other certain companies by any officer, director or team member of WBA or any of its subsidiaries (collectively, the “Company”). |
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| August 20, 2024 |
COR / Cencora, Inc. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 12, 2024 |
Exhibit 4.1 THIS NOTE (THIS “NOTE”) IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTU |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| August 12, 2024 |
Exhibit 1.1 EXECUTION VERSION WALGREENS BOOTS ALLIANCE, INC. $750,000,000 8.125% Notes due 2029 Underwriting Agreement August 8, 2024 J.P. Morgan Securities LLC BofA Securities, Inc. Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Securities, Inc. One Bryant Pa |
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| August 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) 1 (Form Type) Issuer: Walgreens Boots Alliance, Inc. |
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| August 9, 2024 |
$750,000,000 Walgreens Boots Alliance, Inc. 8.125% Notes due 2029 Filed Pursuant to Rule 424(b)(5) Registration No. 333-261730 PROSPECTUS SUPPLEMENT (To Prospectus dated December 17, 2021) $750,000,000 Walgreens Boots Alliance, Inc. 8.125% Notes due 2029 This is an offering by Walgreens Boots Alliance, Inc. (“Walgreens Boots Alliance”) of 8.125% notes due 2029 (the “notes”). Interest on the notes will be paid semi-annually in arrears on February 15 and August 15 |
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| August 8, 2024 |
FWP 1 d868074dfwp.htm FWP Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated August 8, 2024 Registration No. 333-261730 Walgreens Boots Alliance, Inc. Pricing Term Sheet $750,000,000 8.125% Notes due 2029 Issuer: Walgreens Boots Alliance, Inc. Expected Rating:* B1 (Moody’s) / BB (S&P) Trade Date: August 8, 2024 Settlement Date: T+2, |
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| August 8, 2024 |
Subject to Completion, Dated August 8, 2024 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-261730 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and they are not soliciting an offer to buy these securities, in any jurisd |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| July 12, 2024 |
EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS of Walgreens Boots Alliance, Inc. (A Delaware Corporation) (Amended as of July 10, 2024) ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation shall be fixed in the Certificate of Incorporation of the corporation (as it may be amended and/or restated from time to time, the “Certificate of Incorporation”). SECTION 1 |
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| July 10, 2024 |
Exhibit 99.1 Walgreens Boots Alliance Appoints William H. Shrank, M.D., to Board of Directors Dr. Shrank brings extensive healthcare experience, business leadership and clinical expertise to WBA board as the company undergoes strategic turnaround DEERFIELD, Ill., July 10, 2024 – Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced the appointment of William H. Shrank, M.D., to the company’ |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-36759 WALGREENS BOOTS |
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| June 27, 2024 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2024 Third Quarter Results Lowering Guidance in Continued Challenging Environment; Provides Strategic Update Third quarter financial highlights • Third quarter earnings per share (EPS)* was $0.40 compared to earnings per share of $0.14 in the year-ago quarter which included a non-cash impairment of pharmacy license intangible assets in B |
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| June 27, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| June 27, 2024 |
Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [●], 2024, is entered into by and between Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WHEREAS, the Company has determined that providing adequate protection against legal liability and legal expenses is important to attracting and retaining highl |
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| May 1, 2024 |
EX-99.2 Exhibit 99.2 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION VLADIMIR GUSINSKY REVOCABLE TRUST, Derivatively on Behalf of WALGREENS BOOTS ALLIANCE, INC., Case No. 23-cv-15654 Plaintiff, NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF v. SHAREHOLDER DERIVATIVE ACTION AND OF STEFANO PESSINA, JOSE E. ALMEIDA, JANICE M. BABIAK, DAVID J. BRAILER, WILLIAM C. F |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commiss |
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| May 1, 2024 |
Exhibit 99.1 Case: 1:23-cv-15654 Document #: 21-1 Filed: 04/10/24 Page 1 of 65 PageID #:124 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION VLADIMIR GUSINSKY REVOCABLE TRUST, Derivatively on Behalf of WALGREENS BOOTS ALLIANCE, INC., Case No. 23-cv-15654 Plaintiff, v. STEFANO PESSINA, JOSE E. ALMEIDA, JANICE M. BABIAK, DAVID J. BRAILER, WILLIAM C. FOOTE, GINGER L. GRAHAM |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| March 28, 2024 |
Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2024 Second Quarter Results Second quarter operational results in line with expectations, U.S. Healthcare achieved adjusted EBITDA profitability, narrowing full-year adjusted EPS guidance range Second quarter financial highlights • Second quarter loss per share* was $6.85 compared to earnings per share of $0.81 in the year-ago quarter; Second qu |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 29, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-36759 WALGREENS |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| March 28, 2024 |
EX-10.1 Exhibit 10.1 SEPARATION AND CONSULTING SERVICES AGREEMENT This Separation and Consulting Services Agreement (this “Agreement”), dated as of the Consulting Services Effective Date (as defined below), is entered into by and between Walgreen Co., an Illinois corporation, on behalf of itself and its subsidiaries and affiliates (the “Company”), and John Driscoll (“Driscoll” or “Consultant” as i |
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| March 28, 2024 |
EXHIBIT 10.1 January 31, 2024 Manmohan Mahajan [Address] Dear Manmohan, We are pleased to offer you the position of EVP & Global Chief Financial Officer, Walgreens Boots Alliance, Inc. ("WBA" or the "Company") reporting to the Chief Executive Officer, WBA. We thank you for serving in this role on an interim basis and look forward to you continuing in this role going forward The terms of this offer |
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| February 13, 2024 |
WBA / Walgreens Boots Alliance, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Walgreens Boots Alliance Inc Title of Class of Securities: Common Stock CUSIP Number: 931427108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 9, 2024 |
EX-99.26 Exhibit 99.26 EXECUTION VERSION SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of February 7, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Sell |
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| February 9, 2024 |
COR / Cencora, Inc. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Co |
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| February 8, 2024 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Announces Leadership Appointments Chief Executive Officer Tim Wentworth solidifies the Walgreens Boots Alliance Executive Committee. New executive appointments deepen healthcare expertise, position company for accelerated growth and profitability. • Mary Langowski joins WBA to lead U.S. Healthcare segment • Manmohan Mahajan, interim since July 2023, ap |
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| January 31, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Co |
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| January 4, 2024 |
WALGREENS BOOTS ALLIANCE, INC. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT EXHIBIT 10.1 WALGREENS BOOTS ALLIANCE, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of |
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| January 4, 2024 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2024 First Quarter Results Results In Line with Expectations; Executing in a Challenging Environment First quarter and recent financial highlights • First quarter loss per share* was $0.08 compared to a loss per share of $4.31 in the year-ago quarter; first quarter results included $278 million after-tax charge for fair value adjustments |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Com |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-36759 WALGREENS |
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| January 4, 2024 |
WALGREENS BOOTS ALLIANCE, INC. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT EXHIBIT 10.2 WALGREENS BOOTS ALLIANCE, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of |
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| December 22, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: Walgreens Boots Alliance, Inc. Name of persons relying on exemption: Katie Carter, Presbyterian Church (U.S.A.) Address of persons relying on exemption: 100 Witherspoon St., Louisville, KY, 40202 Written materials are submitted pursuant to Rule 14a- |
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| December 11, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: Walgreens Boots Alliance, Inc. Name of persons relying on exemption: The Shareholder Commons, Inc. Address of persons rely |
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| December 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 8, 2023 |
Notice of Annual Meeting and Proxy Statement 2024Contents A Message from Our Executive Chairman and Our CEO 3 A Message from Our Lead Independent Director 4 Notice of 2024 Annual Meeting of Stockholders 5 Our Company 6 Proxy Summary 10 Corporate Governance 13 Proposal 1 Election of Directors 13 Director Nomination Process 14 Board Membership Criteria 16 2024 Director Nominees 18 Board Effectivenes |
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| November 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (C |
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| November 24, 2023 |
EX-99.1 Exhibit 99.1 WBA / Boots Press Release: Boots secures a £4.8 billion full buy-in with Legal & General for the Boots Pension Scheme delivering greater certainty for all members 24 November 2023: Walgreens Boots Alliance (Nasdaq: WBA) today announces that, with the financial support of Boots, the Trustee of the Boots Pension Scheme (the “Scheme”) has agreed a £4.8 billion ($6.0 billion) buy- |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number 001-36759 WALGREENS BOO |
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| November 14, 2023 |
COR / Cencora Inc. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 14, 2023 |
EX-99.25 Exhibit 99.25 Execution Version SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 9, 2023 by and between Cencora, Inc., formerly known as AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Sell |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Com |
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| October 12, 2023 |
EXHIBIT 10.10 WALGREENS BOOTS ALLIANCE, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of |
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| October 12, 2023 |
WALGREENS BOOTS ALLIANCE, INC. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT EXHIBIT 10.34 September 20, 2023 Ginger L. Graham Dear Ginger, We are pleased to offer you the position of Interim Chief Executive Officer of Walgreens Boots Alliance, Inc. (“WBA” or the “Company”) effective September 1, 2023, reporting to the Board of Directors of WBA (the “Board”). The terms of this offer are subject to the final approval of the Compensation and Leadership Performance Committee |
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| October 12, 2023 |
SEPARATION AND TRANSITION AGREEMENT EXHIBIT 10.41 SEPARATION AND TRANSITION AGREEMENT This Separation Agreement (this “Agreement”) is made as of August 31, 2023, by and between Rosalind Brewer (the “Employee”) and Walgreens Boots Alliance, Inc. (the “Employer”). WHEREAS, the Employer engaged the Employee to be an employee of the Employer; WHEREAS, the Employee and the Employer are parties to an Offer Letter dated January 26, 2021 (t |
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| October 12, 2023 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal Year 2023 Earnings Company Appoints Tim Wentworth as Chief Executive Officer Fourth quarter and fiscal year financial highlights • Fourth quarter loss per share* was $0.21 versus $0.48 in the year-ago quarter; adjusted earnings per share (EPS*) was $0.67, down 18.0 percent on a constant currency basis, reflecting a 23.5 percent headwind |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended August 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number 001-36759 WALGREENS BOOTS ALLIANCE, INC. ( |
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| October 12, 2023 |
EXHIBIT 10.31 SECOND AMENDMENT TO THE WALGREENS BOOTS ALLIANCE, INC. EXECUTIVE RETIREMENT SAVINGS PLAN As Amended and Restated Effective January 1, 2020 I. Effective July 1, 2023, the Walgreens Boots Alliance, Inc. Executive Retirement Savings Plan (the “ERSP”) is amended by adding the following Appendix B thereto, to incorporate remaining account balances under the AllianceRx Walgreens Pharmacy E |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Co |
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| October 12, 2023 |
Exhibit 4.21 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of August 31, 2023, Walgreens Boots Alliance, Inc. (“Walgreens Boots Alliance,” the “Company,” “we,” “our” and “us” refer solely to Walgreens Boots Alliance, Inc. and not its subsidiaries and any person that succeeds thereto) has three classes of securities registered |
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| October 12, 2023 |
WALGREENS BOOTS ALLIANCE, INC. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT EXHIBIT 10.8 WALGREENS BOOTS ALLIANCE, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by Walgreens Boots Alliance, Inc., not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of |
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| October 12, 2023 |
Walgreens Boots Alliance Long Term Global Assignment Policy Effective November 1, 2021 Walgreens Boots Alliance Long Term Global Assignment Policy Effective November 1, 2021 (Updated Sep 2023) Contents Introduction 4 Policy Governance and Changes 4 Principles 5 Assignment Eligibility and Approval 5 Dependents 6 Domestic Partner Relationship 6 Qualifying Partner is also an Assignee 6 Family Size Changes 7 Assignee Conduct 7 Diversity, Equity and Inclusion 7 EXECUTIVE SUMMARY – CORE B |
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| October 12, 2023 |
EXHIBIT 10.39 December 16, 2015 Manmohan Mahajan [Address] Dear Manmohan, We are pleased to offer you the position of Vice President, Accounting Policy & Technical Advisory, in our Finance division, under the management of Kimberly Scardino. We hope you will find your employment with Walgreens Boots Alliance, Inc. ("WBA" or the "Company") both challenging and rewarding and we look forward to you j |
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| October 12, 2023 |
Exhibit 21 Certain subsidiaries of Walgreens Boots Alliance, Inc. as of August 31, 2023 and their respective state of incorporation or organization are listed below. The names of certain other subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of August 31, 2023, a “significant subsidiary” as that term is defined in Rule 1-02(w |
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| October 12, 2023 |
EXHIBIT 10.38 October 6, 2022 Mr. John Driscoll [Address] Dear John, We are pleased to offer you the position of Executive Vice President & President, U.S. Healthcare, reporting to Rosalind Brewer, Chief Executive Officer, Walgreens Boots Alliance. We look forward to you joining our team. As a U.S.-based team member working at the Walgreens Boots Alliance ("WBA") group level, your employer for pay |
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| October 11, 2023 |
EX-10.1 Exhibit 10.1 Confidential EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) by and between Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”), and Timothy C. Wentworth (“Employee”) is entered into as of October 9, 2023 (the “Effective Date”). 1 Employment and Term. The Company (or a subsidiary thereof) hereby agrees to employ Employee, and Employee hereb |
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| October 11, 2023 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Appoints Tim Wentworth as Chief Executive Officer Mr. Wentworth brings nearly three decades of healthcare leadership experience to WBA DEERFIELD, Ill., Oct. 10, 2023—Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced the appointment of Tim Wentworth as the company’s new Chief Executive Officer, effective on October 23. Mr. Wentworth will also |
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| October 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Co |
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| October 10, 2023 |
WBA / Walgreens Boots Alliance Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0014-walgreensbootsallianc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Walgreens Boots Alliance Inc. Title of Class of Securities: Common Stock CUSIP Number: 931427108 Date of Event Which Requires Filing of this Statement: September 29, 2023 Check the appropriate |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (C |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Com |
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| September 1, 2023 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Announces Leadership Transition Rosalind Brewer Steps Down as CEO and Member of the Board Ginger Graham, Current Lead Independent Director, Appointed Interim CEO Search Process to Identify a Permanent CEO Is Underway DEERFIELD, Ill. – September 1, 2023 – Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced that the Board of Directors and Rosali |
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| August 10, 2023 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION CUSIP: 93143DBK9 $1,000,000,000 DELAYED DRAW TERM LOAN CREDIT AGREEMENT DATED AS OF AUGUST 9, 2023 AMONG WALGREENS BOOTS ALLIANCE, INC., THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent and BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| August 10, 2023 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION CUSIP: 93143DBM5 $2,250,000,000 THREE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF AUGUST 9, 2023 AMONG WALGREENS BOOTS ALLIANCE, INC., THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender and BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N. |
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| August 7, 2023 |
EX-99.22 Exhibit 99.22 AmerisourceBergen Corporation 10,500,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement August 3, 2023 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Bank of America, N.A. One Bryant Park, 8th Fl. New York, NY 10036 Citibank, N.A. 390 Greenwich Street, 3rd Floor New York, NY 10013 Deutsche Bank AG, London Branch 1 Columbus Circle New Yor |
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| August 7, 2023 |
ABC / Amerisource Bergen Corp. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 7, 2023 |
EX-99.24 Exhibit 99.24 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 2, 2023 by and between AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Background A. The Selling Stockhol |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| July 27, 2023 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Announces CFO Transition James Kehoe to depart as Global CFO; Manmohan Mahajan appointed Interim Global CFO DEERFIELD, Ill. – July 27, 2023 – Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced the departure of James Kehoe, Executive Vice President and Global Chief Financial Officer. Mr. Kehoe will leave WBA in mid-August to pursue an opportun |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| July 14, 2023 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Appoints Tom Polen to Board of Directors Polen’s dedication to redefining the future of healthcare and MedTech development bolsters WBA board as company accelerates healthcare transformation DEERFIELD, Ill., July 12, 2023 – Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced the appointment of Tom Polen to the company’s board of directors. Pol |
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| June 27, 2023 |
D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-36759 WALGREENS BOO |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commi |
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| June 27, 2023 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2023 Third Quarter Results Company Achieved Adjusted EPS Growth on Strong Sales Growth Revises Full-Year Guidance to Reflect Consumer Market Trends and Lower COVID-19 Demand Immediate Actions to Improve Profitability Including $600 Million of Incremental Cost Savings Third quarter financial highlights and recent equity sales • Third quar |
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| June 20, 2023 |
ABC / Amerisource Bergen Corp. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 20, 2023 |
EX-99.21 Exhibit 99.21 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of June 15, 2023 by and between AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company and a stockholder of the Company (the “Selling Stockholder”). Background A. The Selling Stockhold |
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| June 12, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Option Care Health, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 68404L201 (CUSIP Number) Danielle C. Gray Executive Vice President, Global Chief Legal Officer Walgreens Boots Alliance, Inc. 108 Wilmot R |
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| May 26, 2023 |
EX-99.1 Exhibit 99.1 Case: 1:14-cv-10408 Document #: 125-1 Filed: 03/24/23 Page 2 of 51 PageID #:538 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION COREY CUTLER AS PERSONAL REPRESENTATIVE OF THE ESTATE OF ANNE SHIRLEY CUTLER, Derivatively on Behalf of WALGREEN CO., Case No. 1:14-cv-10408 Plaintiff, Hon. Nancy L. Maldonado v. GREGORY D. WASSON, JAMES A. SKINNER, WILLIAM |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Commis |
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| May 26, 2023 |
EX-99.2 Exhibit 99.2 Case: 1:14-cv-10408 Document #: 128 Filed: 05/02/23 Page 1 of 12 PageID #:622 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION COREY CUTLER AS PERSONAL REPRESENTATIVE OF THE ESTATE OF ANNE SHIRLEY CUTLER, Derivatively on Behalf of WALGREEN CO., Case No. 1:14-cv-10408 Plaintiff, Hon. Nancy L. Maldonado v. GREGORY D. WASSON, JAMES A. SKINNER, WILLIAM C |
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| May 15, 2023 |
FORM OF SUPPLEMENTAL CONFIRMATION EX-99.19 Exhibit 99.19 [ ] [DATE] Walgreens Boots Alliance Holdings LLC 108 Wilmot Road, Deerfield, Illinois 60015 Re: Master Confirmation: Pre-paid Variable Share Forward Transactions The purpose of this communication (this “Master Confirmation”) is to set forth certain terms and conditions of one or more share forward transactions (each, a “Transaction”) that may be entered into from time to tim |
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| May 15, 2023 |
ABC / Amerisource Bergen Corp. / Walgreens Boots Alliance, Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-36759 WALGREENS |
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| March 28, 2023 |
EX-99.1 Exhibit 99.1 Walgreens Boots Alliance Reports Fiscal 2023 Second Quarter Results Results In Line with Expectations; On Track to Full-Year Guidance Second quarter financial highlights and recent equity sales • Second quarter earnings per share (EPS*) decreased 20.3 percent to $0.81; adjusted EPS decreased 27.2 percent to $1.16, down 25.8 percent on a constant currency basis reflecting a 26 |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| March 21, 2023 |
Report of Independent Auditors EX-99.1 Exhibit 99.1 WP CityMD Topco LLC Consolidated Financial Statements December 31, 2021 WP CityMD Topco LLC Index December 31, 2021 Page(s) Report of Independent Auditors 1–2 Consolidated Financial Statements Consolidated Balance Sheet 3 Consolidated Statement of Operations and Comprehensive Income 4 Consolidated Statement of Changes in Members’ Equity 5 Consolidated Statement of Cash Flows 6 |
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| March 21, 2023 |
The accompanying notes are an integral part of these condensed consolidated financial statements. EX-99.2 Exhibit 99.2 WP CityMD Topco LLC Condensed Consolidated Financial Statements (Unaudited) As of and for the Nine Months Ended September 30, 2022 WP CityMD Topco LLC Index As of and for the Nine Months Ended September 30, 2022 Page(s) Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheet (Unaudited) 3 Condensed Consolidated Statement of Operations and C |
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| March 21, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On January 3, 2023 (“Closing Date”), Village Practice Management Company Holdings, LLC (“VillageMD”), of which a majority of the outstanding equity interests on a fully diluted basis are beneficially owned by Walgreens Boots Alliance, Inc. (the “Company”), completed its previously announced acquisition (the “Summit H |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (Comm |
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| March 21, 2023 |
Exhibit – Unaudited supplemental financial information of Summit Health-CityMD EX-99.1 Exhibit 99.1 Exhibit – Unaudited supplemental financial information of Summit Health-CityMD The below WP CityMD Topco LLC (“Summit Health-CityMD”) unaudited supplemental financial information should be read in conjunction with the unaudited pro forma condensed combined financial information of Walgreens Boots Alliance, Inc. (the “Company”) as filed as an amendment to the Current Report on |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2023 WALGREENS BOOTS ALLIANCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36759 47-1758322 (State or other jurisdiction of incorporation) (C |
