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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 27,536 | $28.25 | $778K |
Footnotes (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).
