Walgreens Boots Alliance Sells Shares of Cencora, Inc. for $674 Million of Initial Proceeds

Transaction Highlights

• Sale of shares of Cencora pursuant to variable prepaid forward transactions executed in reliance on Rule 144 for current proceeds of approximately $424 million and, depending on the stock price at the time, potentially additional proceeds at maturity, along with a concurrent share repurchase by Cencora of approximately $250 million
• Variable prepaid forward transactions provide liquidity while maintaining the ability to participate in potential stock price appreciation
• Company intends to use proceeds for debt paydown and general corporate purposes
• No changes to ongoing collaboration and long-term strategic partnership with Cencora
• Variable prepaid forward transactions provide no dilutive impact on Walgreens Boots Alliance's adjusted EPS from the sale until the contracts mature in the fourth quarter of fiscal year 2026

Walgreens Boots Alliance, Inc. (Nasdaq: WBA) (the “Company”) today announced that it has sold shares of Cencora, Inc. (NYSE: COR) (“Cencora”) common stock pursuant to variable prepaid forward transactions executed in reliance on Rule 144 under the Securities Act of 1933, as amended, for current proceeds of approximately $424 million and, depending on the stock price at the time, potentially additional proceeds at maturity. In addition, and subject to the closing of the Rule 144 transaction, Walgreens Boots Alliance entered into a concurrent share repurchase by Cencora for proceeds of approximately $250 million.

Walgreens Boots Alliance’s ownership of Cencora’s common stock has decreased as a result of the concurrent share repurchase by Cencora but remains at approximately 15%.

Walgreens Boots Alliance's ownership of Cencora’s common stock has not been impacted by the entry into the variable prepaid forward transactions, which provide Walgreens Boots Alliance with current liquidity while allowing it to maintain voting and dividend rights in the Cencora common stock, as well as the ability to participate in potential stock price appreciation during the term of the contracts. The contracts are scheduled to settle starting in the fourth quarter of fiscal year 2026, at which time Walgreens Boots Alliance intends to deliver 2.7 million shares of Cencora common stock in the aggregate to the counterparties to the contracts and may receive additional proceeds up to $137 million depending on the stock price at the time.

The Company intends to use the proceeds primarily for debt paydown and general corporate purposes. The transaction is another decisive action to further simplify the Company’s portfolio, while improving cash management.

The sale has no impact on the long-term partnership between the two companies. Walgreens Boots Alliance remains fully committed to the strategic, mutually beneficial relationship with Cencora, which has been a strong and trusted partner since 2013. Chief Operating Officer, International of Walgreens Boots Alliance, Ornella Barra, will continue to serve on Cencora’s Board of Directors.

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 170-year heritage of caring for communities.

A trusted, global innovator in retail pharmacy with more than 12,500 locations across the U.S., Europe and Latin America, WBA plays a critical role in the healthcare ecosystem. The Company is reimagining local healthcare and well-being for all as part of its purpose – to create more joyful lives through better health. Through dispensing medicines, improving access to a wide range of 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.

WBA employs approximately 330,000 people and has a presence in eight countries through its portfolio of consumer brands: Walgreens, Boots, Duane Reade, the No7 Beauty Company and Benavides in Mexico. Additionally, WBA has a portfolio of healthcare-focused investments located in several countries, including China and the U.S.

The Company is proud of its contributions to healthy communities, a healthy planet, an inclusive workplace and a sustainable marketplace. WBA has been recognized for its commitment to being an inclusive workplace. In fiscal 2023, the Company received a score of 100 from the Human Rights Campaign’s Corporate Equality Index, scored 100 percent on the Disability Equality Index for disability inclusion and was named Disability:IN’s 2023 Employer of the Year. In addition, WBA has been recognized for its commitment to operating sustainably as the Company is an index component of the Dow Jones Sustainability Indices (DJSI). More company information is available at www.walgreensbootsalliance.com.

(WBA-GEN)

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