false 0001618921 0001618921 2025-01-30 2025-01-30 0001618921 us-gaap:CommonStockMember 2025-01-30 2025-01-30 0001618921 wba:M3.600WalgreensBootsAllianceInc.NotesDue2025Member 2025-01-30 2025-01-30 0001618921 wba:M2.125WalgreensBootsAllianceInc.NotesDue2026Member 2025-01-30 2025-01-30

 

 

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): January 30, 2025

 

 

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 8.01. Other Events.

On January 30, 2025, Walgreens Boots Alliance, Inc. (the “Company”) issued a press release announcing that its Board of Directors is suspending the Company’s quarterly cash dividend on its common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit
Number		   

Description

99.1    Press Release of Walgreens Boots Alliance, Inc. dated January 30, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 30, 2025     By:  

/s/ Joseph B. Amsbary Jr.

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

Exhibit 99.1

 

LOGO       LOGO

Walgreens Boots Alliance Suspends Quarterly Dividend as Company Continues Disciplined Execution

Against Strategic Priorities

DEERFIELD, Ill., Jan. 30, 2025 – Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced that its board of directors is suspending the company’s cash dividend historically paid to stockholders on a quarterly basis, as management continues to evaluate and refine its capital allocation policy consistent with the company’s broader long-term turnaround efforts.

This change in capital allocation is aimed at strengthening WBA’s balance sheet by reducing debt over time and improving free cash flow, as the company works toward achieving a retail pharmacy-led turnaround underpinned by a sustainable economic model. The company’s cash needs over the next several years, including with respect to litigation and debt refinancing, were important considerations as part of the decision to suspend the dividend.

WBA leadership remains focused on successfully executing against its strategic priorities and maintaining financial discipline, which it believes will deliver sustained value creation over the long term.

About Walgreens Boots Alliance

Walgreens Boots Alliance (Nasdaq: WBA) is an integrated healthcare, pharmacy and retail leader serving millions of customers and patients every day, with a 175-year heritage of caring for communities.

A trusted, global innovator in retail pharmacy with approximately 12,500 locations across the U.S., Europe and Latin America, WBA plays a critical role in the healthcare ecosystem. Through dispensing medicines, improving access to pharmacy and health services, providing high quality health and beauty products and offering anytime, anywhere convenience across its digital platforms, WBA is shaping the future of healthcare in the thousands of communities it serves and beyond.

WBA employs approximately 312,000 people, with a presence in eight countries and consumer brands including: Walgreens, Boots, Duane Reade, the No7 Beauty Company and Benavides. The Company is proud of its contributions to healthy communities, a healthy planet, an inclusive workplace and a sustainable marketplace. In fiscal 2024, WBA scored 100% on the Disability Equality Index for disability inclusion.

More Company information is available at www.walgreensbootsalliance.com.

Cautionary Note Regarding Forward-Looking Statements: All statements in this press release that are not historical, including statements regarding WBA’s broader turnaround efforts and refining its capital allocation, generating positive cash flows and strengthening WBA’s balance sheet, the ability of WBA to pay dividends in the future, achieving a sustainable economic model, executing against strategic priorities and delivering sustained value creation over the long term, are forward-looking statements for

 

 

LOGO

Walgreens Boots Alliance, Inc. | walgreensbootsalliance.com

purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, known or unknown, that could cause actual results to vary materially from those indicated or anticipated. These risks, assumptions and uncertainties include those described in Item 1A (Risk Factors) of our Form 10-K for the fiscal year ended August 31, 2024, and in other documents that we file or furnish with the Securities and Exchange Commission. If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. All forward-looking statements we make or that are made on our behalf are qualified by these cautionary statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.

 

WBA Media Relations    Contact
USA / Jim Cohn    +1 224 813 9057
WBA Investor Relations    Contact
Eric Wasserstrom    +1 847 315 2922

WBA-DIV

 

LOGO

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