Premier, Inc. (PINC) merger closes with $28.25 cash consideration

Rhea-AI Filing Summary

Premier, Inc. (PINC) director reported the cash-out of all reported Class A common shares in connection with the company’s merger. On November 25, 2025, Premium Merger Sub, Inc. merged into Premier, Inc., making Premier a wholly owned subsidiary of Premium Parent, LLC.

At the effective time of the merger, each issued and outstanding share of Premier Class A common stock was cancelled and automatically converted into the right to receive $28.25 in cash per share, without interest, subject to specified exceptions in the merger agreement. The reporting person’s indirect holdings of 35,349 shares through a revocable family trust and direct holdings of 7,101 shares were disposed of at $28.25 per share, leaving no remaining beneficial ownership.

Previously granted time-based restricted stock units awarded before August 16, 2025 were also cancelled and converted into a cash payment equal to the number of underlying shares multiplied by the $28.25 merger consideration, plus any accrued cash dividend equivalents.

Insights

Equity M&A and corporate actions analyst

Premier, Inc. has completed a cash merger at $28.25 per share.

The disclosure shows that Premier, Inc. has been acquired by Premium Parent, LLC via a merger effective on November 25, 2025. At that time, each issued and outstanding share of Premier Class A common stock was cancelled and converted into the right to receive $28.25 in cash per share, without interest, as defined in the merger agreement.

For this director, 35,349 shares held indirectly through a revocable family trust and 7,101 shares held directly were disposed of in the transaction at $28.25 per share, reducing reported beneficial ownership to zero. Time-based restricted stock units granted before August 16, 2025 were also cancelled and converted into cash equal to the number of underlying shares times the merger consideration, plus accrued cash dividend equivalents.

This confirms that the going-private transaction has closed on the stated effective date with a fixed all-cash price of $28.25 per share. Subsequent company communications and regulatory filings would typically provide any remaining details on post-merger structure and treatment of other stakeholder interests.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fine Peter

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	35,349	$28.25	$999K
Disposition	Class A Common Stock	7,101	$28.25	$201K

Holdings After Transaction: Class A Common Stock — 0 shares (Indirect, By Revocable Family Trust); Class A Common Stock — 0 shares (Direct)

Footnotes (1)

1. Reflects the disposition of shares of Class A Common Stock, par value $0.01 per share ("Common Stock") of Premier, Inc. ("Issuer") pursuant to the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of September 21, 2025 (the "Merger Agreement") by and among the Issuer, Premium Parent, LLC ("Parent") and Premium Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, at the effective time of the Merger on November 25, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the Effective Time, each issued and outstanding share of Common Stock was cancelled and converted automatically into the right to receive $28.25 in cash, without interest (the "Merger Consideration"), subject to certain exceptions set forth in the Merger Agreement. The shares of the Issuer's Common Stock reported as disposed of by the reporting person represent shares of Common Stock underlying outstanding time-based vesting restricted stock unit awards previously reported as beneficially owned by the reporting person ("RSUs") and granted to the reporting person prior to August 16, 2025. Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs was cancelled and converted into the right to receive an amount in cash, without interest, equal to the number of shares of Common Stock subject to the RSUs multiplied by the Merger Consideration (together with any accrued cash dividend equivalents).

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fine Peter

(Last) (First) (Middle)

C/O PREMIER, INC.

13034 BALLANTYNE CORPORATE PLACE

(Street)

CHARLOTTE NC 28277

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Premier, Inc. [ PINC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/25/2025		D(1)		35,349	D	$28.25(1)	0	I	By Revocable Family Trust
Class A Common Stock	11/25/2025		D(2)		7,101	D	$28.25(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the disposition of shares of Class A Common Stock, par value $0.01 per share ("Common Stock") of Premier, Inc. ("Issuer") pursuant to the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of September 21, 2025 (the "Merger Agreement") by and among the Issuer, Premium Parent, LLC ("Parent") and Premium Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, at the effective time of the Merger on November 25, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the Effective Time, each issued and outstanding share of Common Stock was cancelled and converted automatically into the right to receive $28.25 in cash, without interest (the "Merger Consideration"), subject to certain exceptions set forth in the Merger Agreement.

2. The shares of the Issuer's Common Stock reported as disposed of by the reporting person represent shares of Common Stock underlying outstanding time-based vesting restricted stock unit awards previously reported as beneficially owned by the reporting person ("RSUs") and granted to the reporting person prior to August 16, 2025. Pursuant to the Merger Agreement, at the Effective Time, each of these RSUs was cancelled and converted into the right to receive an amount in cash, without interest, equal to the number of shares of Common Stock subject to the RSUs multiplied by the Merger Consideration (together with any accrued cash dividend equivalents).

	/s/ David L. Klatsky, Attorney-in-fact	11/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transaction involving Premier, Inc. (PINC) is described here?

The content describes the completion of a merger in which Premium Merger Sub, Inc. merged with and into Premier, Inc., making Premier a wholly owned subsidiary of Premium Parent, LLC as of November 25, 2025.

What did Premier, Inc. (PINC) shareholders receive in the merger?

At the merger’s effective time, each issued and outstanding share of Premier Class A common stock was cancelled and automatically converted into the right to receive $28.25 in cash per share, without interest, subject to certain exceptions in the merger agreement.

How many Premier, Inc. shares did the reporting director dispose of?

The reporting person disposed of 35,349 shares of Class A common stock held indirectly through a revocable family trust and 7,101 shares held directly, all at $28.25 per share, leaving zero beneficially owned shares after the transaction.

How were Premier, Inc. restricted stock units (RSUs) treated in the merger?

Time-based RSUs granted before August 16, 2025 were cancelled at the effective time and converted into the right to receive a cash payment equal to the number of underlying Premier common shares multiplied by the $28.25 merger consideration, plus any accrued cash dividend equivalents.

What is the relationship of the reporting person to Premier, Inc. (PINC)?

The reporting person is identified as a Director of Premier, Inc. and filed the report as a single reporting person under Section 16 rules.

Does this filing indicate that Premier, Inc. is now privately held?

Yes. The filing states that, after the merger, Premier, Inc. continues as the surviving corporation and is a wholly owned subsidiary of Premium Parent, LLC, which implies Premier is no longer independently held in the public market.