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Walgreens Boots Alliance, Inc. (WBA) 鈥� Form 4 filing dated 07/11/2025

Director Robert Luther Huffines reported a grant of 2,158.89 phantom stock units on 07/09/2025 under the company鈥檚 Amended & Restated 2021 Omnibus Incentive Plan. Phantom stock units are cash-settled instruments that mirror the economic value of one share of common stock but do not convey voting rights. The award was coded 鈥淎,鈥� indicating an acquisition (grant) rather than an open-market transaction.

The units carry an implied value of $11.58 each, matching the reference price disclosed in the derivative table, for an aggregate notional value of roughly $25,000. Following this grant, Huffines鈥� total holding increased to 29,992.26 phantom units, all held directly. According to plan terms, settlement occurs after he ceases to serve as a director, aligning his long-term economic interests with shareholders.

No common stock, options, or other instruments were bought or sold, and there were no dispositions. The filing contains no amendments, no 10b5-1 trading plan notation, and no indicators of material corporate developments beyond routine director compensation.

Unity Software Inc. (ticker U) has filed a Form 4 disclosing that director Shlomo Dovrat sold 50,000 shares of common stock on 07/09/2025. The transaction, coded 鈥淪鈥�, was carried out under a Rule 10b5-1 trading plan adopted on 03/11/2025 and was executed at a weighted-average price of $30.01 (individual executions ranged from $30.00-$30.07).

Following the sale, Dovrat鈥檚 beneficial ownership stands at 189,089 shares held indirectly through Y.T.D. Dovrat Investments Ltd. and 49,509 shares held directly, totalling 238,598 shares. No derivative securities transactions were reported, and no additional acquisitions or dispositions were disclosed.

The divestiture represents roughly 17 percent of Dovrat鈥檚 pre-sale position (鈮�288,598 shares). While insider selling can be viewed cautiously, execution under a pre-arranged 10b5-1 plan may limit interpretive significance. The filing does not contain broader financial results or strategic updates.

Form 4 filing for J.Jill, Inc. (JILL) details an automatic acquisition of additional restricted stock units by director Michael Rahamim on July 9, 2025. The extra 26.55 units were issued in accordance with the cash dividend of $0.08 per common share paid on that date; the action is coded 鈥淛,鈥� indicating an exempt, dividend-equivalent grant rather than an open-market purchase or sale. No cash changed hands and the units carry the same vesting and settlement terms as the underlying RSUs.

Following the transaction, Rahamim鈥檚 direct beneficial ownership totals 372,448.96 common shares, while 6,258 shares are held indirectly through his spouse. The filing does not report any derivative security activity, option exercises, or dispositions, and there is no change to board status or other insider roles.

Because the addition represents less than 0.01% of shares outstanding and stems from routine dividend mechanics, immediate market impact is expected to be minimal. Nonetheless, the disclosure updates investors on insider alignment and confirms that the company continues to pay cash dividends as scheduled.

Walgreens Boots Alliance (WBA) has reached the decisive shareholder-approval stage of its going-private deal with Sycamore Partners-backed Blazing Star Parent. Amendment No. 4 to Schedule 13E-3 confirms that, at the 11 July 2025 special meeting, both required votes were secured: (i) a majority of all outstanding common shares and (ii) a majority of unaffiliated shares supported the Agreement and Plan of Merger dated 6 March 2025.

Key economics: Each outstanding WBA share will be converted into the right to receive (a) $11.45 in cash plus (b) one Divested Asset Proceed Right (DAP Right), whose terms are governed by a separate agreement. Treasury, parent-owned and dissenting shares are excluded.

Post-closing structure: Upon effectiveness, WBA will merge with Blazing Star Merger Sub and become a wholly-owned subsidiary of Blazing Star Parent; WBA common stock will cease public trading.

Sponsor & insider arrangements: 鈥� Long-time shareholder Stefano Pessina (through Alliance Sant茅 entities) owns 16.8 % voting power and has signed both a Voting Agreement and a Reinvestment Agreement to roll over cash proceeds into the new private holding companies. 鈥� The board unanimously approved the deal, with Pessina and director John Lederer recused.

Next steps: With shareholder approval in hand, closing now depends on remaining customary conditions (e.g., regulatory clearances, financing draw-down) outlined in the Merger Agreement. After closing, public investors will hold no equity interest; liquidity is limited to the cash/DAP consideration.

On 11 July 2025, I-MAB (Nasdaq: IMAB) submitted a Form 6-K to notify investors that it has amended its 15 May 2025 prospectus covering the offer and sale of up to US$21 million in American Depositary Shares (ADSs). Each block of ten ADSs represents twenty-three ordinary shares with a par value of US$0.0001. The prospectus is part of the company鈥檚 shelf Registration Statement on Form F-3 (File No. 333-286954).
The filing attaches a Cayman Islands legal opinion from Harney Westwood & Riegels (Exhibit 5.1) together with the corresponding consent (Exhibit 23.1), confirming the validity of the ADSs and underlying ordinary shares. The 6-K states that the information and exhibits are incorporated by reference into the existing Form F-3 and several Form S-8 registration statements covering share-based compensation plans.
No operating or financial results are disclosed. The amendment maintains regulatory compliance and keeps the shelf registration effective, giving I-MAB flexibility to raise up to US$21 million when market conditions permit. While this improves liquidity options, it may also lead to equity dilution for current shareholders if the full amount is issued.

Walgreens Boots Alliance (WBA) 鈥� Supplemental DEFA14A for proposed Sycamore Partners take-private

The filing provides additional proxy disclosures intended to moot shareholder litigation and demand letters challenging the adequacy of the June 6, 2025 definitive proxy. The company is scheduled to hold a special meeting on July 11, 2025 to vote on the March 6, 2025 merger agreement under which Blazing Star Parent (an affiliate of Sycamore Partners) will acquire WBA.

Litigation status: Two suits (Illinois 鈥淒rulias鈥� and New York 鈥淛ohnson鈥�) seek to enjoin the vote, alleging omissions in the proxy regarding financial projections, advisor analyses and conflicts. Eleven demand letters raise similar points. WBA considers all claims meritless but is voluntarily supplementing disclosures to avoid delays and costs.

Key new disclosures (page references to original proxy):

• Expanded background of negotiations, including Sycamore confidentiality terms, board deliberations on dividend sustainability, alternative-party outreach and Kirkland & Ellis relationships (pp. 37, 42, 57).
• Detailed quantitative inputs in Centerview鈥檚 valuation work: updated public-company multiples (mean EV/NTM EBITDA 5.9脳), precedent transaction multiples (median 6.9脳) and DCF assumptions (WACC 9.25-10.75%, terminal EBITDA multiple 5-7脳).
• Per-share equity value ranges now explicitly stated:
  • Public comps: $4.60鈥�$12.70
  • Precedent deals: $6.90鈥�$15.20
  • DCF: $10.80鈥�$19.10
  • Premiums-paid: $10.60鈥�$12.80
  • Morgan Stanley 2025E P/E comps: $7.95鈥�$12.25
  The agreed merger consideration of $12.64鈥�$13.36 per share sits near the upper end of market-based ranges but below the top end of DCF.
• Comprehensive forward-looking financial projections (February, VMD, October, December iterations) now presented, showing FY-2025 revenue about $154 bn and Adjusted EBITDA of $3.7 bn (2.4% margin) with modest free-cash-flow generation.

Implications for shareholders: 1) Additional transparency lowers injunction risk and improves the probability of a timely vote. 2) Valuation data allow investors to benchmark the offer price versus independent ranges; while fair relative to trading and precedent metrics, the board鈥檚 DCF indicates potential upside beyond the bid. 3) The filing highlights sizeable liabilities (opioid settlements, dark-rent, pension) and limited FCF, factors that may have compressed standalone valuation.

Walgreens Boots Alliance, Inc. (WBA) filed a Form 8-K to voluntarily supplement the definitive proxy statement for its pending merger with affiliates of Sycamore Partners (鈥淏lazing Star Parent鈥�). The supplements respond to two shareholder lawsuits (Drulias v. Babiak, Johnson v. WBA) and 11 demand letters that claim material omissions in the original proxy. Although WBA believes the claims are meritless, the company is adding detailed narrative and quantitative information to moot disclosure challenges and avoid possible injunctions ahead of the July 11, 2025 special shareholder meeting.

Key additions include: (1) expanded background on negotiations with Sycamore, confidentiality terms and board deliberations; (2) fuller descriptions of Centerview鈥檚 and Morgan Stanley鈥檚 relationship-disclosure memoranda; (3) granular valuation work-ups鈥攑ublic-company comparables, precedent transactions, discounted cash-flow (DCF) and premiums-paid analyses鈥攚ith explicit multiples, discount rates and liability adjustments; and (4) refreshed prospective financial information (February Projections, VMD Forecasts, prior projection iterations).

Valuation highlights: Centerview鈥檚 selected-public-company approach implies equity value of $4.60鈥�$12.70 per share, precedent-transaction analysis $6.90鈥�$15.20, and DCF $10.80鈥�$19.10. Morgan Stanley鈥檚 CY2025E P/E comparables yield $7.95鈥�$12.25, while its premiums-paid screen suggests an implied price of $10.60鈥�$12.80. These ranges bracket the merger consideration of $12.64鈥�$13.36 disclosed in the proxy.

Lawsuit status: Plaintiffs seek to halt the vote until additional information is provided and request attorneys鈥� fees. WBA discloses that further suits or demand letters may arrive but will not necessarily be reported absent new allegations.

Financial outlook (February Projections): FY2025 revenue $154.6 bn, Adjusted EBITDA $3.71 bn, Unlevered FCF $1.99 bn. Adjusted EBITDA is projected to grow to $4.70 bn by FY2029. Key drags include opioid payments, dark-rent obligations and store-closure costs.

Strategic context: The board continues to recommend the Sycamore transaction and notes limited interest from alternative sponsors or strategics. A 鈥済o-shop鈥� remains part of the agreed deal structure. WBA reiterates it is not admitting materiality of the new disclosures.

Walgreens Boots Alliance (NASDAQ:WBA) filed Definitive Additional Proxy Materials (DEFA14A) tied to its proposed merger with Sycamore Partners鈥� vehicle Blazing Star.

The filing confirms that the special shareholder meeting will be held on July 11, 2025, when investors will vote on the transaction detailed in the March 6, 2025 merger agreement. CEO Tim Wentworth鈥檚 transcript highlights Q3 FY25 progress: cost-savings in U.S. retail pharmacy, improving VillageMD and Shields performance, strong international results and higher cash flow, offset by continuing U.S. retail headwinds.

The Board unanimously recommends a FOR vote. Forward-looking language reiterates multiple risks including financing, regulatory approvals and potential termination fees. No financial terms of the merger or voting tallies are disclosed in this update.

Walgreens Boots Alliance (Nasdaq: WBA) filed its Q3 FY25 10-Q for the quarter ended May 31 2025. The filing confirms three operating segments鈥擴nited States Retail Pharmacy, International and US Healthcare鈥攁nd details the ongoing Footprint Optimization Program and Transformational Cost Management Program, which generated asset impairments, lease-related exit costs and severance charges across segments.

Liquidity updates include a new April 2025 Accounts Receivable Revolving Facility and disclosure of $3.6 bn notes due 2025 and $2.125 bn notes due 2026. The company also consolidates a variable-interest entity and notes subsequent-event activity related to its Cencora equity investment.

Management signals continued store rationalization and cost reduction to support US Healthcare growth while addressing near-term refinancing needs.