Premier SEC Filings

Premier, Inc. announced the release of its 2025 Sustainability Report. The report, dated October 20, 2025, was approved by the Board of Directors and the Nominating and Governance Committee and is furnished as Exhibit 99.1.

The disclosure was made under Item 7.01 of a Form 8-K and, along with Exhibit 99.1, is not deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference unless expressly stated. Premier’s Class A Common Stock trades on the NASDAQ Global Select Market under the symbol PINC.

Premier, Inc. shareholders are being asked to approve a proposed all-cash merger that would pay $28.25 per share in exchange for Company Class A common stock, with non-employee directors' unvested RSUs converted to cash at the same consideration. The Board and its Transaction Committee negotiated with Patient Square Capital and received fairness analyses from Goldman Sachs and BofA Securities producing implied value ranges that overlap and support the proposed price. The proxy discloses a prior closing price of $21.27 (the trading day before a key August discussion) and detailed management financial forecasts through 2039, plus customary deal protections including a no-shop, fiduciary out, financing-related cooperation and a turnaround deadline for financing. Executives have change-in-control and termination payments quantified in the proxy. The agreement includes customary conditions, indemnities, D&O insurance tail coverage and tax and regulatory provisions that will affect closing certainty.

Premier, Inc. (PINC) entered into a definitive Agreement and Plan of Merger with Premium Parent, LLC and its wholly owned Merger Sub, under which Premier will be acquired. The Board unanimously determined the Merger Agreement is fair and recommended that shareholders vote to approve the transaction. The filing lists customary termination rights, including failure to obtain shareholder or regulatory approvals, uncured breaches by a party, a superior proposal, or Parent's failure to close. The company warns of risks including potential timing delays, financing and regulatory approvals, disruption to operations and key relationships, transaction costs, and litigation or regulatory actions. The filing references the Merger Agreement dated September 21, 2025 and a press release dated September 22, 2025.

Andy Brailo, Chief Commercial Officer of Premier, Inc. (PINC), reported on Form 4 that he sold 5,581 shares of Class A common stock on 09/05/2025 at a price of $26.29 per share, leaving him with 93,866 shares beneficially owned after the transaction. The filing states the sale was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 9, 2025. The Form 4 was signed by an attorney-in-fact, David L. Klatsky, on 09/08/2025.

Premier, Inc. (PINC) filing reports a proposed sale of 5,581 Class A shares through Fidelity Brokerage Services with an aggregate market value of $146,724.49, scheduled approximately for 09/05/2025 on NASDAQ. The shares were acquired on 08/26/2022 through restricted stock vesting and were compensation for the holder. The filing also discloses that the same individual, Andrew Brailo, sold 6,521 Class A shares on 09/03/2025 for gross proceeds of $168,176.59. The issuer has 82,549,641 shares outstanding per the form. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Premier, Inc. (PINC) insider sale reported. Chief Commercial Officer Andy Brailo reported a sale of 6,521 shares of Class A common stock on 09/03/2025 at a price of $25.79 per share, leaving him with 99,447 shares beneficially owned after the transaction. The filing states the sale was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 9, 2025. The Form 4 was signed by an attorney-in-fact, David L. Klatsky, on 09/04/2025. No derivative securities transactions were reported in this filing.

Premier, Inc. (PINC) director John T. Bigalke reported a sale of Class A common stock on 09/03/2025. The filing shows 1,137 shares sold at $25.79 per share, executed under a Rule 10b5-1 trading plan adopted February 27, 2024. After the transaction Mr. Bigalke beneficially owns 27,536 shares, held directly. The Form 4 was signed on 09/04/2025 by an attorney-in-fact. The document discloses a routine, preplanned insider sale rather than an amendment or additional derivative activity.

Premier, Inc. (PINC) filed a Form 144 notifying the proposed sale of 6,521 Class A shares by a person who acquired them through restricted stock vesting on 08/19/2022. The shares have an aggregate market value of $168,176.59 based on a total of 82,549,641 shares outstanding. The broker listed for the anticipated sale is Fidelity Brokerage Services LLC and the approximate sale date is 09/03/2025 on NASDAQ. The filer indicates these shares were received as compensation and reports no securities sold in the past three months. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Form 144 notice: The filer proposes to sell 1,137 Class A shares of the issuer through Fidelity Brokerage Services LLC on or about 09/03/2025, with an aggregate market value reported as $29,323.23. The shares were acquired on 12/09/2020 by restricted stock vesting from the issuer and were received as compensation. The filing also discloses a prior sale by John T. Bigalke of 1,137 Class A shares on 06/04/2025 for gross proceeds of $26,185.11. The notice includes the required representation that the seller does not possess undisclosed material adverse information and contains the standard signature and criminal-statement language for Rule 144 filings.