SEC Form 8-K filed by Walgreens Boots Alliance Inc.

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)

Registrant’s telephone number, including area code: (847) 315-2500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On August 12, 2024, Walgreens Boots Alliance, Inc. (the “Company”) completed the public offering and issuance of $750,000,000 of 8.125% notes due 2029 (the “notes”).

The notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of August 8, 2024 among the Company and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and BofA Securities, Inc. for themselves and as representatives of the several other underwriters named therein. The notes were offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (No. 333-261730) (the “Registration Statement”) and the prospectus included therein, filed with the Securities and Exchange Commission on December 17, 2021 and supplemented by the prospectus supplement dated August 8, 2024. The notes were issued under the Indenture (the “Indenture”), dated as of December 17, 2015, between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.

Please refer to the prospectus supplement dated August 8, 2024 for additional information regarding the terms and conditions of the notes and the offering. The Indenture was previously incorporated by reference as Exhibit 4.1 to the Registration Statement and is incorporated by reference herein. The description of the notes and the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed as Exhibit 1.1 hereto and the form of the notes filed as Exhibit 4.1 hereto, each of which is incorporated herein by reference.

The exhibits filed herewith are incorporated by reference into our Registration Statement.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.