PINC Form 4: Crystal Climer receives 17,682 performance-based Class A shares

Rhea-AI Filing Summary

Insider equity allocation recorded for Premier, Inc. (PINC). Crystal Climer, the company's Chief Accounting Officer and a director-level reporting person, was allocated performance-based Class A common stock on 08/19/2025. The Form 4 shows three non‑cash acquisitions totaling 17,682 shares: 1,217 shares, 2,496 shares and 13,969 shares. The report explains these represent Performance Share Awards tied to Premier's fiscal 2025 results that will not vest until after a three-year performance cycle and are subject to continued employment. Following the reported allocations, the filings list beneficial ownership levels of 31,477; 33,973; and 47,942 shares respectively after each transaction. The form is signed by David L. Klatsky as attorney-in-fact on 08/20/2025.

Positive

• Performance-based awards were granted, aligning executive compensation with multi-year company performance
• Substantial total allocation of 17,682 Class A shares increases insider stake and potential alignment with shareholders

Negative

• Awards are unvested and contingent on a three-year performance cycle and continued employment, so no immediate ownership control change
• Reported price is $0 because these are awards, so there was no cash purchase or proceeds reported

Insights

Securities Analyst

TL;DR: Routine performance-based equity awards granted to an officer, deferred vesting reduces immediate dilution risk.

The transactions are described as Performance Share Awards allocated for fiscal 2025 performance and recorded as acquisitions with a $0 price because they are awards rather than open-market purchases. The awards total 17,682 Class A shares and will vest only after a three-year performance cycle and continued employment, which aligns executive compensation with multi-year performance. These are typical compensation-related filings and do not indicate cash inflows or open-market trading by the officer.

Corporate Governance Expert

TL;DR: Compensation disclosure consistent with standard long-term incentive practices; vesting condition noted.

The Form 4 correctly discloses the allocation and the restrictive vesting schedule. The $0 price and explanatory footnote explicitly state these are performance awards tied to fiscal 2025 metrics and a three-year cycle subject to continued employment, which is a common governance mechanism to retain senior officers and align pay with results. No amendment or corrective language appears necessary based on the provided content.

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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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^*

Climer Crystal

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		A		1,217	A	$0	31,477	D
Class A Common Stock	08/19/2025		A		2,496(1)	A	$0	33,973	D
Class A Common Stock	08/19/2025		A		13,969(1)	A	$0	47,942	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. Represents Performance Share Awards allocated to the reporting person based on the issuer's fiscal year 2025 financial performance against fiscal year 2025 performance metrics for those awards, but which will not vest until after the end of a three year performance cycle subject to continued employment.

	/s/ David L. Klatsky, Attorney-in-fact	08/20/2025
	** 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 Crystal Climer report on Form 4 for PINC?

The Form 4 reports allocations of Performance Share Awards on 08/19/2025 totaling 17,682 Class A shares (1,217; 2,496; 13,969).

Are the shares reported by Crystal Climer vested and immediately transferable?

No. The shares are described as Performance Share Awards that will not vest until after a three-year performance cycle and are subject to continued employment.

What was the reported price for the reported transactions?

Each allocation is reported at a $0 price, reflecting that these were awards rather than purchases for cash.

How many shares did Crystal Climer beneficially own after the reported transactions?

The Form 4 lists beneficial ownership following the reported transactions as 31,477, 33,973, and 47,942 shares respectively after each line item.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed by David L. Klatsky, Attorney-in-fact with a signature date of 08/20/2025.