Premier Inc. (PINC) completed $28.25-per-share cash merger payout

Rhea-AI Filing Summary

Premier, Inc. (PINC) completed a cash merger in which a reporting director disposed of 42,450 shares of Class A common stock on November 25, 2025. These shares were cancelled and converted into the right to receive $28.25 in cash per share, following the merger of Premium Merger Sub, Inc. into Premier, Inc., making Premier a wholly owned subsidiary of Premium Parent, LLC.

The disposition also covered shares underlying time-based restricted stock units granted before August 16, 2025, which were similarly converted into cash based on the $28.25 merger consideration plus any accrued cash dividend equivalents. After this transaction, the reporting person no longer beneficially owns Premier common stock.

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Premier’s go-private cash merger cashed out a director’s 42,450 shares at $28.25.

The disclosure shows that a Premier, Inc. director disposed of 42,450 shares of Class A common stock in connection with a completed cash merger. At the effective time on November 25, 2025, each outstanding share was cancelled and converted into the right to receive 28.25 per share in cash, indicating a full equity cash-out for common holders.

The filing also notes that time-based restricted stock units granted before August 16, 2025 were cancelled and converted into cash equal to the underlying share count multiplied by the 28.25 merger price, plus accrued cash dividend equivalents. This aligns equity incentive treatment with the common stock consideration and confirms that, post-merger, the reporting person holds no remaining Premier common stock.

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

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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^*

Statuto Richard J.

(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)

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)(2)		42,450	D	$28.25(1)(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 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).

	/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 involving Premier, Inc. (PINC) is disclosed in this Form 4?

The Form 4 reports that a Premier, Inc. director disposed of 42,450 shares of Class A common stock on November 25, 2025 in connection with a completed cash merger.

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

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 merger consideration.

How many Premier (PINC) shares did the reporting person hold after the merger?

Following the reported transaction tied to the merger, the reporting person beneficially owned 0 shares of Premier Class A common stock.

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

Time-based restricted stock units granted before August 16, 2025 were cancelled at the effective time and converted into cash equal to the number of underlying shares multiplied by $28.25, plus any accrued cash dividend equivalents.

What structural change occurred to Premier, Inc. (PINC) in this merger?

Premium Merger Sub, Inc. merged with and into Premier, Inc., and Premier continued as the surviving corporation and became a wholly owned subsidiary of Premium Parent, LLC.

What is the earliest transaction date reported for this Premier (PINC) Form 4?

The earliest transaction date reported is November 25, 2025, which corresponds to the effective time of the merger.