Premier PINC CAO Form 4 details cash merger and RSU treatment

Rhea-AI Filing Summary

Premier, Inc. (PINC) Chief Accounting Officer reported the cash-out of equity holdings in connection with the company’s merger with Premium Parent, LLC. On November 25, 2025, 45,190 shares of Class A common stock were disposed of at $28.25 per share as all outstanding shares were cancelled and converted into the right to receive cash under the merger agreement. Following this transaction, the officer held 5,161 shares, which were also disposed of, leaving zero shares beneficially owned.

Time-based restricted stock units (RSUs) granted before August 16, 2025 were cancelled at the merger effective time and converted into cash equal to the number of underlying shares multiplied by the $28.25 merger consideration, including any accrued dividend equivalents. RSUs granted on or after August 16, 2025 were cancelled in connection with the merger for no consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Climer Crystal

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	45,190	$28.25	$1.28M
Disposition	Class A Common Stock	5,161	$0.00	--

Holdings After Transaction: Class A Common Stock — 5,161 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 include 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). Reflects the cancellation at the Effective Time of RSUs granted to the reporting person on or after August 16, 2025. Pursuant to the Merger Agreement, these RSUs were cancelled in connection with the Merger for no consideration.

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

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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^*

Climer Crystal

(Last) (First) (Middle)

C/O PREMIER, INC.

13520 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)

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

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)(2)		45,190	D	$28.25(1)(2)	5,161	D
Class A Common Stock	11/25/2025		D(3)		5,161	D	$0(3)	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 include 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).

3. Reflects the cancellation at the Effective Time of RSUs granted to the reporting person on or after August 16, 2025. Pursuant to the Merger Agreement, these RSUs were cancelled in connection with the Merger for no consideration.

	/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.
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FAQ

What transaction did Premier, Inc. (PINC) report in this Form 4?

The filing reports the Chief Accounting Officer’s disposition of Premier, Inc. Class A common stock and related RSUs on November 25, 2025 in connection with the closing of a merger, where all outstanding shares were cancelled and converted into cash at $28.25 per share, subject to specified exceptions.

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

Each issued and outstanding share of Premier, Inc. Class A common stock was cancelled and automatically converted into the right to receive $28.25 in cash per share, without interest, as the merger consideration, subject to certain exceptions in the merger agreement.

How many Premier, Inc. (PINC) shares did the reporting officer dispose of?

The reporting officer disposed of 45,190 shares of Premier, Inc. Class A common stock at $28.25 per share, and after the transactions reported, beneficial ownership of Class A common stock was reduced to zero shares.

What happened to Premier, Inc. (PINC) restricted stock units granted before August 16, 2025?

Time-based RSUs granted before August 16, 2025 were cancelled at the merger effective time 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.

What happened to Premier, Inc. (PINC) restricted stock units granted on or after August 16, 2025?

RSUs granted to the reporting person on or after August 16, 2025 were cancelled at the effective time of the merger for no consideration, meaning they did not receive a cash payout under the merger terms.

What structural change occurred to Premier, Inc. (PINC) as a result of the merger?

At the effective time of the merger on November 25, 2025, Premium Merger Sub, Inc. merged with and into Premier, Inc., and Premier, Inc. continued as the surviving corporation and a wholly owned subsidiary of Premium Parent, LLC.