Premier PINC CCO reports share and RSU cash-out in merger

Rhea-AI Filing Summary

Premier, Inc. (PINC) reported insider equity changes tied to its merger closing. The company’s Chief Commercial Officer filed a Form 4 showing the disposition of 78,693 shares of Class A common stock on November 25, 2025, when Premier was acquired by Premium Parent, LLC. At the merger’s effective time, each outstanding Premier share was cancelled and automatically converted into the right to receive $28.25 in cash per share, without interest.

The filing explains that this cash-out also applied to time-based restricted stock units (RSUs) granted before August 16, 2025, which were converted into cash equal to the number of underlying shares multiplied by the same $28.25 merger consideration (plus accrued cash dividend equivalents). RSUs granted on or after August 16, 2025 were cancelled in connection with the merger for no consideration, leaving the reporting person with no remaining Premier equity.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Brailo Andy

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	78,693	$28.25	$2.22M
Disposition	Class A Common Stock	15,173	$0.00	--

Holdings After Transaction: Class A Common Stock — 15,173 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^*

Brailo Andy

(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 Commercial 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)		78,693	D	$28.25(1)(2)	15,173	D
Class A Common Stock	11/25/2025		D(3)		15,173	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
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FAQ

What does the Premier, Inc. (PINC) Form 4 filed by the Chief Commercial Officer report?

The Form 4 reports that Premier, Inc.’s Chief Commercial Officer disposed of 78,693 shares of Class A common stock in connection with the closing of the merger between Premier, Inc. and Premium Parent, LLC on November 25, 2025.

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

At the effective time of 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.

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

Time-based restricted stock units (RSUs) granted to the reporting person prior to August 16, 2025 were cancelled at the merger’s effective time and converted into the right to receive cash equal to the number of underlying shares multiplied by the $28.25 merger consideration, together with any accrued cash dividend equivalents.

What happened to Premier, Inc. (PINC) RSUs 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, resulting in 0 derivative securities and 0 shares of Class A common stock beneficially owned following the reported transactions.

What is the post-merger status of Premier, Inc. (PINC)?

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

What transactions are detailed in Table I of the Premier, Inc. (PINC) Form 4?

Table I shows a disposition of 78,693 shares of Class A common stock at $28.25 per share in connection with the merger and a separate disposition of 15,173 shares at $0 reflecting the cancellation of certain RSUs, leaving 0 shares beneficially owned after the transactions.