PINC Form 4: Klatsky Withholds Shares for Taxes and Sells Under 10b5-1 Plan

Rhea-AI Filing Summary

Premier, Inc. (PINC) insider David L. Klatsky, General Counsel, reported multiple transactions in the issuer's Class A common stock during August 2025. The Form 4 discloses share withholdings to cover taxes associated with prior stock unit vesting (2,805 shares on 08/22/2025 and 1,272 shares on 08/23/2025) and sales effected under a Rule 10b5-1 trading plan adopted December 9, 2024 (3,349 shares sold on 08/25/2025 at a weighted average price of $25.57, plus an additional reported sale of 1,607 shares on 08/25/2025 at $25.70). After these transactions the filing shows beneficial ownership declining from 101,878 shares to 95,650 shares. The Form notes the sale price range for the 08/25 trades and offers to provide details on the shares sold at each price upon request.

Insights

Securities Analyst

TL;DR: Routine insider tax withholdings and Rule 10b5-1 plan sales reduced beneficial holdings modestly; no new compensation grants or undisclosed derivative activity reported.

The transactions consist of withholding of vested stock units to satisfy tax obligations and planned sales under an existing Rule 10b5-1 plan, indicating pre-arranged disposition rather than opportunistic trading. The reported weighted average sale price for the 08/25 trades was $25.57 with a disclosed price range of $25.23 to $25.71. Beneficial ownership decreased from 101,878 to 95,650 shares following the filings, a reduction that is material to share count held by this insider but not, by itself, indicative of company performance changes. No derivative securities or new grants are reported in Table II.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 timing and Rule 10b5-1 plan transparency; filings include required explanations for tax-withholding and sale pricing.

The Form 4 clearly states the relationship of the reporting person to the issuer (General Counsel) and documents that the sales were effected pursuant to a Rule 10b5-1 plan adopted December 9, 2024, which supports an affirmative defense to insider trading allegations. The explanation provides the weighted average price and offers to supply per-transaction pricing, enhancing transparency. No amendments or irregularities are indicated on the face of the form.

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

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

X

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^*

Klatsky David L

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		F		2,805(1)	D	$25.14	101,878	D
Class A Common Stock	08/23/2025		F		1,272(1)	D	$25.14	100,606	D
Class A Common Stock	08/25/2025		S(2)		3,349	D	$25.57(3)	97,257	D
Class A Common Stock	08/25/2025		F		1,607(1)	D	$25.7	95,650	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 number of shares of the issuer's Common Stock that were withheld to cover tax liability in connection with vesting and settlement of stock unit grants reported on a prior Form 4.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2024.

3. The reported price in Column 4 is the weighted average price of all shares sold on the reported date in multiple transactions at prices ranging from $25.23 to $25.71. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

	David L. Klatsky	08/26/2025
	** 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 transactions did David L. Klatsky report for Premier, Inc. (PINC)?

The Form 4 reports tax-withholding of vested stock units (2,805 shares on 08/22/2025 and 1,272 shares on 08/23/2025) and sales on 08/25/2025 (3,349 shares and 1,607 shares) under a Rule 10b5-1 plan.

Were the August 2025 sales by the insider pre-planned or opportunistic?

The filing states the 08/25/2025 sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 9, 2024, indicating pre-planned transactions.

What prices were reported for the shares sold on August 25, 2025?

The Form reports a weighted average price of $25.57 for the 08/25 sales and indicates individual sale prices ranged from $25.23 to $25.71; an additional sale was reported at $25.70.

How did these transactions affect Klatsky's beneficial ownership in PINC?

Beneficial ownership fell from 101,878 shares prior to the transactions to 95,650 shares after the reported transactions.

Does the Form 4 report any derivative securities or new grants?

No derivative securities or new grants are reported in Table II of this Form 4.