Form 4: WBA Director Valerie Jarrett Receives Phantom Stock Grant

Walgreens Boots Alliance director Valerie B. Jarrett received an annual phantom stock grant as part of her non-employee director compensation.

Summary

• Valerie B. Jarrett, a Director of Walgreens Boots Alliance, Inc. (WBA), was granted 16,820.86 phantom stock units.
• The transaction date for this grant was August 13, 2025.
• Each phantom stock unit is the economic equivalent of one share of the company's common stock.
• The grant was issued as annual non-employee director compensation for services rendered over the prior year.
• The phantom stock units are to be settled following the termination of service as a director, in accordance with the company's 2021 Omnibus Incentive Plan.
• The reported price of the derivative security (phantom stock unit) was $11.89.
• Following this transaction, Valerie B. Jarrett beneficially owns a total of 86,025.29 phantom stock units.
• The total beneficial ownership includes phantom stock units issued in lieu of dividends on outstanding units.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing reports a routine compensation event for a director, which is neutral in terms of immediate positive or negative impact on the company's operational or financial performance. It reflects standard corporate governance practices.

Positives

• The grant aligns the director's financial interests with those of the shareholders, as the phantom stock units are tied to the company's common stock performance.
• The transaction was conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged, systematic approach to compensation and insider transactions.

Future Outlook

The phantom stock units are designed 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

This filing represents a routine compensation event for a non-employee director within the retail pharmacy and healthcare industry. Such compensation structures are common across publicly traded companies to attract and retain qualified board members and align their interests with long-term shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as non-employee director compensation is a standard practice in large publicly traded companies, including those in the retail and healthcare sectors, such as CVS Health (CVS) or Rite Aid (RAD), though specific grant sizes and values vary based on company size, director responsibilities, and compensation policies.
• The structure of the grant, including settlement upon termination of service, is a common mechanism to defer compensation and ensure long-term commitment and alignment.

Corporate Governance

Related Party Transactions

• The transaction represents compensation to a director, which is a common form of related party transaction, disclosed as part of standard corporate governance and SEC reporting requirements.

Stakeholder Impact

• Shareholders: The grant aligns director interests with shareholder value through equity-based compensation, potentially fostering long-term strategic decisions.
• Employees: No direct impact on general employees is indicated by this specific filing.
• Customers: No direct impact on customers is indicated by this specific filing.

Next Steps

• Settlement of phantom stock units will occur following the termination of Valerie B. Jarrett's service as a director, as per the terms of the 2021 Omnibus Incentive Plan.

Key Dates

Keywords

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