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

    11/29/24 4:03:33 PM ET
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    8-K
    false 0001618921 0001618921 2024-11-25 2024-11-25 0001618921 us-gaap:CommonStockMember 2024-11-25 2024-11-25 0001618921 wba:M3.600WalgreensBootsAllianceInc.NotesDue2025Member 2024-11-25 2024-11-25 0001618921 wba:M2.125WalgreensBootsAllianceInc.NotesDue2026Member 2024-11-25 2024-11-25

     

     

    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)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification Number)

     

    108 Wilmot Road, Deerfield, Illinois   60015
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: (847) 315-3700

    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:

     

      ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, $0.01 par value   WBA   The Nasdaq Stock Market LLC
    3.600% Walgreens Boots Alliance, Inc. notes due 2025   WBA25   The Nasdaq Stock Market LLC
    2.125% Walgreens Boots Alliance, Inc. notes due 2026   WBA26   The Nasdaq Stock Market LLC

    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. ☐

     

     

     


    Item 7.01.

    Regulation FD Disclosure.

    On July 10, 2024, the putative shareholder derivative plaintiff in Clem v. Skinner et al., No. 1:21-cv-00406 (D. Del.), filed a filed a motion for preliminary approval of a settlement resolving the litigation. On November 25, 2024, the court entered an order preliminarily approving the settlement. Pursuant to that preliminary approval order, Walgreens Boots Alliance, Inc. is attaching hereto as Exhibits 1 and 2, respectively, and incorporating by reference herein, (i) the Stipulation and Agreement of Settlement, dated July 9, 2024, and (ii) the Notice of Pendency and Proposed Settlement of Shareholder Derivative Action, preliminarily approved by the court on November 25, 2024.

     

    Item 9.01

    Financial Statements and Exhibits.

    The following exhibits are included herewith:

     

    Exhibit    Description
    99.1    Stipulation and Agreement of Settlement, dated July 9, 2024
    99.2    Notice of Pendency and Proposed Settlement of Shareholder Derivative Action, preliminarily approved by the court on November 25, 2024
    104    Cover Page Interactive Data File (formatted as inline XBRL)


    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.

     

        WALGREENS BOOTS ALLIANCE, INC.
    Date: November 29, 2024     By:  

    /s/ Joseph B. Amsbary Jr.

        Name:   Joseph B. Amsbary Jr.
        Title:   Senior Vice President, Corporate Secretary
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