Walgreens Boots Alliance, Inc.'s Form 4 filing
Cencora, Inc. (COR) · filed Feb 10, 2025
- Accession no.
- 0000950170-25-017321
- Filed
- Feb 10, 2025, 7:35 PM ET
- Trade date
- Feb 6, 2025
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 9 non-derivative transactions and 7 derivative transactions. Open-market sales total $314.5M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Walgreens Boots Alliance, Inc.CIK 0001618921 | 10% Owner |
| Walgreens Boots Alliance Holdings LLCCIK 0001669077 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 6, 2025 | Common Stock | SSaleDisposed | −1,081,885 | $244.51 | −$264,531,701.35 | 18,898,115 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −2,159,136 | $244.51 | −$527,930,343.36 | 16,738,979 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −1,323,172 | $244.51 | −$323,528,785.72 | 15,415,807 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −436,653 | $244.51 | −$106,766,025.03 | 14,979,154 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −437,884 | $244.51 | −$107,067,016.84 | 14,541,270 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −879,015 | $244.51 | −$214,927,957.65 | 13,662,255 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −439,989 | $244.51 | −$107,581,710.39 | 13,222,266 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −447,775 | $244.51 | −$109,485,465.25 | 12,774,491 | Indirect | |
| Feb 6, 2025 | Common Stock | SSaleDisposed | −204,491 | $244.51 | −$50,000,094.41 | 12,570,000 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 6, 2025 | Common Stock | JOtherDisposed | −2,625,000 | $0.00F2,F3,F5 | $0 | 0 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −1,575,000 | $0.00F2,F3,F5 | $0 | 0 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −525,000 | $0.00F2,F3,F5 | $0 | 0 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −525,000 | $0.00F2,F3,F5 | $0 | 0 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −1,080,000 | $0.00F2,F4,F6 | $0 | 0 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −540,000 | $0.00F2,F4,F6 | $0 | 0 | Indirect | |
| Feb 6, 2025 | Common Stock | JOtherDisposed | −540,000 | $0.00F2,F4,F6 | $0 | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
On February 6, 2025, Walgreens Boots Alliance Holdings LLC ("Counterparty"), an indirect wholly owned subsidiary of Walgreens Boots Alliance, Inc. (the "Reporting Person"), entered into early settlement agreements (the "Settlement Agreements") with a number of unaffiliated financial institutions to early settle existing variable pre-paid forward sale contracts (the "Contracts").
Referenced by the price of 7 transactions in Table II.
- F3
The Contracts were entered into by Counterparty and the unaffiliated financial institutions on August 3,2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 5,250,000 shares of common stock ("Common Stock") of Cencora, Inc. (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 5,250,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $797.2 million on or about the date of entering into the Contracts.
Referenced by the price of 4 transactions in Table II.
- F4
The Contracts were entered into by Counterparty and the unaffiliated financial institutions on November 9, 2023. As previously disclosed, the Contracts obligated Counterparty to deliver to the financial institutions in the aggregate up to 2,160,000 shares of Common Stock (or, at Counterparty's election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock) over a valuation period and could entitle Counterparty to an additional cash payment in respect of each valuation date of the Contracts. Counterparty also pledged 2,160,000 shares of Common Stock in the aggregate to the financial institutions or their affiliates to secure its obligations under the Contracts. In exchange for assuming these obligations, Counterparty received cash payments from the financial institutions in an aggregate amount of approximately $339.1 million on or about the date of entering into the Contracts.
Referenced by the price of 3 transactions in Table II.
- F5
While the Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$9,542,637.31.
Referenced by the price of 4 transactions in Table II.
- F6
While the Contracts were scheduled to mature evenly over a series of 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, pursuant to the terms of the relevant Settlement Agreements, Counterparty and each such financial institution agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the price of the Block Sale disclosed herein, Counterparty has agreed to deliver to each of the financial institutions the in settlement of the Contracts the number of shares of Common Stock indicated in Table I above, and Counterparty has agreed to pay to the financial institutions cash in a net aggregate amount equal to US$10,433,585.66.
Referenced by the price of 3 transactions in Table II.