Form 4: Walgreens Director Valerie Jarrett Acquires Additional Phantom Stock Units

Walgreens Boots Alliance, Inc. Director Valerie B. Jarrett acquired 2,590.67 phantom stock units as non-employee director compensation, increasing her total beneficial ownership to 69,204.43 units.

Summary

• Valerie B. Jarrett, a Director of Walgreens Boots Alliance, Inc. (WBA), acquired 2,590.67 phantom stock units.
• The transaction occurred on July 9, 2025.
• These units were issued as non-employee director compensation under the company's Amended and Restated 2021 Omnibus Incentive Plan.
• Each phantom stock unit is the economic equivalent of one share of WBA common stock, valued at $11.58 per unit for this transaction.
• Following this acquisition, Valerie B. Jarrett's total beneficial ownership of phantom stock units increased to 69,204.43 units.
• The phantom stock units are to be settled following the termination of service as a director in accordance with the Plan's terms.
• The total beneficial ownership also includes phantom stock units issued in lieu of dividends on outstanding phantom stock units.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director is generally a positive signal, indicating alignment of interests and confidence in the company's long-term prospects. It's a routine compensation event, not indicative of extraordinary news, hence a neutral-to-positive score.

Positives

• Acquisition of phantom stock units by a director aligns their interests with shareholders, promoting long-term value creation.
• The compensation structure encourages long-term commitment as units are settled upon termination of service.

Future Outlook

The phantom stock units are structured to be settled following the termination of Valerie B. Jarrett's service as a director, aligning future compensation with long-term company performance.

Industry Context

Insider transactions like this Form 4 are common across all industries as a standard component of executive and director compensation packages, aiming to align leadership interests with shareholder value. This specific transaction reflects Walgreens Boots Alliance's ongoing use of equity-based incentives for its non-employee directors.

Comparison to Industry Standards

• The use of phantom stock units as non-employee director compensation is a common practice among large publicly traded companies, including those in the retail pharmacy and healthcare sectors.
• This method aligns director incentives with long-term shareholder value without immediate dilution from direct stock grants.
• Comparable companies like CVS Health (CVS) and Rite Aid (RAD) also utilize various forms of equity compensation for their directors, though specific structures and amounts vary based on company size, performance, and compensation philosophy.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of phantom stock units by a director aligns their interests with shareholders, potentially fostering long-term value creation.

Next Steps

• Valerie B. Jarrett's phantom stock units will be settled following the termination of her service as a director, as per the terms and conditions of the 2021 Omnibus Incentive Plan.

Key Dates

Recommendation

Keywords

Walgreens Boots Alliance, WBA, Valerie Jarrett, Director Compensation, Phantom Stock Units, Insider Transaction, SEC Form 4, Equity Compensation, Corporate Governance