Item 4 — Purpose of Transaction
Item 4 is amended and supplemented as follows by adding the following: February 2025 Sale, VPF Early Settlement and February 2025 Share Repurchase On February 6, 2025, WBA Holdings sold 1,081,885 shares of Common Stock in an unregistered block trade pursuant to Rule 144 under the Securities Act of 1933, as amended (the "February 2025 Sale"), representing approximately 0.6% of the outstanding Common Stock (as represented by the Issuer in its Current Report on Form 8-K filed the date hereof) after giving effect to the February 2025 Sale, the concurrent VPF Early Settlement (as defined below) and the February 2025 Share Repurchase (as defined below). WBA Holdings concurrently entered into early settlement agreements (each, a "Settlement Agreement") with each of Bank of America, N.A., Citibank N.A., Deutsche Bank AG, London Branch, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association (the "VPF financial institutions"). The Settlement Agreements effected an early settlement (the "VPF Early Settlement") of certain variable pre-paid forward sale contracts entered into by WBA Holdings and the relevant VPF financial institutions on August 3, 2023 (the "August 2023 Contracts") and November 9, 2023 (the "November 2023 Contracts" and, together with the August 2023 Contracts, the "Contracts"), which were previously disclosed in Amendments No. 14 and 15 to this Schedule 13D, respectively. The Contracts obligated WBA Holdings to deliver to the VPF financial institutions an aggregate 7,410,000 shares of Common Stock (comprising 5,250,000 shares under the August 2023 Contracts and 2,160,000 shares under the November 2023 Contracts) or, at WBA Holdings' election, an equivalent amount of cash based on the volume-weighted average price of the Common Stock, and could entitle WBA Holdings to an additional cash payment in respect of each valuation date of the Contracts. In exchange for assuming these obligations, WBA Holdings received cash payments from the VPF financial institutions in an aggregate amount of approximately $1.1 billion (comprising approximately $797.2 million under the August 2023 Contracts and approximately $339.1 million under the November 2023 Contracts) on or about the date of entering into the Contracts. WBA Holdings also pledged 7,410,000 shares of Common Stock in the aggregate (comprising 5,250,000 shares under the August 2023 Contracts and 2,160,000 shares under the November 2023 Contracts) to the VPF financial institutions or their respective affiliates to secure its obligations under the Contracts. The Contracts were scheduled to mature evenly over a series of 30 valuation dates from March 2, 2026 to April 13, 2026, inclusive, in the case of the August 2023 Contracts, and 20 valuation dates from June 1, 2026 to June 29, 2026, inclusive, in the case of the November 2023 Contracts. Pursuant to the terms of the Settlement Agreements, WBA Holdings and the VPF financial institutions agreed to settle the Contracts prior to their scheduled maturity date based on a price per share of Common Stock equal to the per share block price used in the February 2025 Sale in consideration for the following share deliveries and cash payments: 1. In the case of the August 2023 Contracts, WBA Holdings has agreed to deliver to the relevant VPF financial institutions in settlement of the August 2023 Contracts an aggregate 4,356,845 shares of Common Stock, and WBA Holdings has agreed to pay to such VPF financial institutions cash in a net aggregate amount equal to US$9,542,637.31. 2. In the case of the November 2023 Contracts, WBA Holdings has agreed to deliver to the relevant VPF financial institutions in settlement of the November 2023 Contracts an aggregate 1,766,779 shares of Common Stock, and WBA Holdings has agreed to pay to such VPF financial institutions cash in a net aggregate amount equal to US$10,433,585.66. The Issuer and WBA Holdings concurrently entered into a share repurchase agreement (the "Share Repurchase Agreement") whereby the Issuer repurchased directly from WBA Holdings 204,491 shares of the Common Stock at the per share block price used in the February 2025 Sale (the "February 2025 Share Repurchase"). The February 2025 Sale, VPF Early Settlement and the February 2025 Share Repurchase are part of WBA's efforts to continue to optimize its capital allocation to reduce indebtedness and for liability management purposes. From time to time, WBA undertakes a review of its strategic and capital allocation priorities. As part of this review, WBA may effect one or more further sales of Common Stock. Any such sales, which may be undertaken at any time without further notice, may take a number of forms, including registered public offerings effected pursuant to WBA's registration rights under the A&R Shareholders Agreement (which offerings may be underwritten and/or marketed), unregistered or registered block trades, unregistered market or private sales, pledges, hedges, forward sales and other deriva