Premier, Inc. Form 4 shows director shares and RSUs paid $28.25

Rhea-AI Filing Summary

Premier, Inc. (PINC) director reported the disposition of 27,536 shares of Class A common stock on 11/25/2025 in connection with the closing of a cash merger. Premium Merger Sub, Inc. merged into Premier, which continued as a wholly owned subsidiary of Premium Parent, LLC.

At the effective time of the merger, each outstanding Premier common share was canceled and automatically converted into the right to receive $28.25 in cash per share, without interest, subject to exceptions in the merger agreement. Time-based restricted stock units granted before August 16, 2025 were also canceled and converted into a cash payment equal to the number of underlying shares multiplied by the same $28.25 merger consideration, plus any accrued cash dividend equivalents.

Insights

M&A and equity compensation analyst

Premier’s cash merger closed, cashing out a director’s equity at $28.25 per share.

This filing shows a Premier, Inc. director disposing of 27,536 Class A common shares when a merger with Premium Parent, LLC closed on November 25, 2025. The operating entity becomes a wholly owned subsidiary, meaning public common stock is effectively cashed out rather than remaining listed equity.

Each outstanding common share was converted into the right to receive $28.25 in cash, without interest, which also sets the cash value used to settle certain equity awards. Time-based restricted stock units granted before August 16, 2025 were canceled and converted into cash equal to the number of underlying shares times $28.25, plus accrued cash dividend equivalents.

This event effectively ends the director’s reported beneficial ownership in Premier common stock, as the position drops to zero following the merger settlement. Subsequent disclosures, if any, would relate to post-merger roles or new securities, but this report focuses solely on the cash-out of existing shares and specified RSUs at the stated merger price.

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^*

Bigalke John T.

(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)		27,536	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

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

The filing reports that a Premier, Inc. director disposed of 27,536 shares of Class A common stock on 11/25/2025 as part of a merger in which Premier became a wholly owned subsidiary of Premium Parent, LLC.

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

At the merger’s effective time, each outstanding share of Premier, Inc. common stock was canceled and converted into the right to receive $28.25 in cash per share, without interest, subject to certain exceptions in the merger agreement.

How many Premier, Inc. shares did the reporting person own after the merger transaction?

Following the reported merger-related transaction, the reporting person beneficially owned 0 shares of Premier, Inc. Class A common stock, reflecting that all reported shares were cashed out.

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

Time-based RSUs granted to the reporting person before August 16, 2025 were canceled at the merger effective time and converted into cash equal to the number of underlying shares multiplied by the $28.25 merger consideration, plus any accrued cash dividend equivalents.

What is the relationship of the reporting person to Premier, Inc. (PINC)?

The reporting person is identified as a Director of Premier, Inc., and the Form 4 is filed as a Form filed by One Reporting Person.

What corporate entities were involved in Premier, Inc.’s merger transaction?

The merger was executed under an Agreement and Plan of Merger among Premier, Inc., Premium Parent, LLC, and Premium Merger Sub, Inc., with Merger Sub merging into Premier, which continued as a wholly owned subsidiary of Premium Parent, LLC.