[Form 4] Premier, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Premier, Inc. (PINC) insider Form 4 details a change in ownership tied to the closing of a merger. The reporting person, an officer serving as President Performance Services, reported dispositions of Class A common stock on November 25, 2025, when Premier merged with Premium Merger Sub, Inc. and became a wholly owned subsidiary of Premium Parent, LLC.

At the merger effective time, each outstanding Premier Class A share was cancelled and converted into the right to receive $28.25 in cash, without interest. The filing shows 52,708 shares of common stock disposed of at $28.25 per share, leaving the officer with 26,916 shares before those were also cancelled. Time-based restricted stock units granted before August 16, 2025 were cancelled and converted into cash equal to the number of underlying shares multiplied by the $28.25 merger consideration, including any accrued cash dividend equivalents.

Restricted stock units granted on or after August 16, 2025 were cancelled in connection with the merger for no consideration. Following these transactions, the reporting person no longer beneficially owns Premier Class A 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^*

Zito David P.

(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)
	President Performance Services

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)		52,708	D	$28.25(1)(2)	26,916	D
Class A Common Stock	11/25/2025		D(3)		26,916	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.
* 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction is reported for Premier, Inc. (PINC) on this Form 4?

The Form 4 reports that a Premier, Inc. officer disposed of 52,708 shares of Class A common stock on November 25, 2025 in connection with the closing of a cash merger, with all outstanding shares converted into the right to receive cash.

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

At the effective time of the merger on November 25, 2025, 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, without interest.

How were Premier, Inc. (PINC) restricted stock units granted before August 16, 2025 treated?

Time-based restricted stock units granted to the reporting person before August 16, 2025 were cancelled at the merger effective time and converted into the right to receive cash 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?

Restricted stock units granted to the reporting person on or after August 16, 2025 were cancelled at the merger effective time for no consideration, meaning no cash payment was received for those awards.

What was the reporting person’s role at Premier, Inc. (PINC)?

The reporting person is identified as an officer of Premier, Inc., holding the title President Performance Services, and filed the Form 4 as a single reporting person.

Did the Premier, Inc. (PINC) officer retain any shares after the merger transactions?

No. After the reported transactions, including the cancellation and cash-out of common shares and the treatment of restricted stock units at the merger effective time, the reporting person reported 0 shares of Premier Class A common stock beneficially owned.