Form 4: WBA COO Ornella Barra Reports Merger-Related Share Disposal

Walgreens Boots Alliance Chief Operating Officer, International, Ornella Barra, reported the disposal of all her direct and indirect common stock and the cancellation of stock options and RSUs following the company's merger.

Summary

• Ornella Barra, Chief Operating Officer, International, of Walgreens Boots Alliance, Inc. (WBA), filed a Form 4 detailing changes in her beneficial ownership.
• The changes resulted from the consummation of a merger on August 28, 2025, where WBA merged with Blazing Star Merger Sub, Inc., becoming a wholly-owned subsidiary of Blazing Star Parent, LLC.
• Each share of WBA Common Stock was converted into $11.45 cash (Per Share Cash Consideration) and one Divested Asset Proceed Right.
• Ms. Barra disposed of 969,057 directly owned shares and 1,718,000 indirectly owned shares (held by OLB Holdings Ltd., 100% owned by Ms. Barra) at $11.45 per share.
• Unvested Restricted Stock Units (RSUs) were canceled and converted into a contingent right to receive cash (based on $11.45 per share) and one Divested Asset Proceed Right, with payment subject to Ms. Barra's continuous service until original vesting conditions are met.
• All employee stock options, with exercise prices ranging from $34.04 to $84.68, were canceled for no consideration as their exercise prices were equal to or greater than the $11.45 Per Share Cash Consideration.
• Following these transactions, Ms. Barra's beneficial ownership of WBA common stock and derivative securities is zero.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual report of a pre-announced corporate action (merger) and its impact on an insider's holdings. It reflects the execution of a planned event rather than new positive or negative operational news.

Positives

• The reporting person received cash consideration of $11.45 per share for all common stock holdings, both direct and indirect, as part of the merger.
• Unvested RSUs were converted into a contingent right to receive cash and a Divested Asset Proceed Right, providing potential future value subject to service conditions.

Negatives

• Employee stock options with exercise prices above the merger consideration ($11.45) were canceled for no consideration, resulting in a loss of potential value for the reporting person.
• The reporting person no longer holds any beneficial ownership in Walgreens Boots Alliance, Inc. common stock or derivative securities.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The indirect ownership of 1,718,000 shares through OLB Holdings Ltd., which is 100% owned by the Reporting Person, represents a related party arrangement for holding purposes.

Stakeholder Impact

• Shareholders: All shareholders received $11.45 cash per share and one Divested Asset Proceed Right as a result of the merger.
• Employees (specifically Reporting Person): Unvested RSUs converted to contingent cash and Divested Asset Proceed Rights, subject to continued service. Stock options with higher exercise prices were canceled without consideration.

Next Steps

• Reporting Person to continue service to the surviving corporation for potential payment of Per RSU Merger Consideration.

Key Dates

Keywords

Walgreens Boots Alliance, WBA, Ornella Barra, Form 4, Merger, Beneficial Ownership, Stock Options, Restricted Stock Units, Equity Disposal, Corporate Action