STOCK TITAN
  1. Home
  2. Sec-filings
  3. PINC
  4. [Form 4] Premier, Inc. Insider Trading Activity

Premier, Inc. Form 4 details insider share cash-out at $28.25

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Premier, Inc. (PINC) director reports share disposition tied to merger closing. A director reported the disposition of 42,450 shares of Class A common stock on November 25, 2025, leaving no shares beneficially owned directly. This reflects the completion of a cash merger in which Premium Merger Sub, Inc. merged into Premier, which continues as a wholly owned subsidiary of Premium Parent, LLC.

At the merger’s effective time, each outstanding Premier common share was cancelled 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 cancelled and converted into cash equal to the underlying share count multiplied by the same cash merger consideration, plus any accrued cash dividend equivalents.

Positive

  • None.

Negative

  • None.

Insights

Director’s Form 4 confirms completion of Premier’s all-cash merger at $28.25 per share.

This filing shows a Premier, Inc. director disposing of 42,450 Class A common shares on November 25, 2025, with post-transaction beneficial ownership at zero. The change results from a completed merger where Premium Merger Sub, Inc. combined with Premier, which now operates as a wholly owned subsidiary of Premium Parent, LLC.

Under the merger terms, each Premier common share was cancelled and converted into the right to receive $28.25 in cash, without interest, as of the effective time on November 25, 2025. Time-based restricted stock units granted before August 16, 2025 were similarly cancelled and turned into cash based on the same per-share merger consideration plus any accrued cash dividend equivalents. The filing mainly documents insider treatment under the already-agreed deal rather than introducing new economic terms.

Insider O'Quinn Marvin R
Role Director
Type Security Shares Price Value
Disposition Class A Common Stock 42,450 $28.25 $1.20M
Holdings After Transaction: Class A Common Stock — 0 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).
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
O'Quinn Marvin R
(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) 42,450 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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Premier, Inc. (PINC) report in this Form 4?

The filing reports that a Premier, Inc. director disposed of 42,450 shares of Class A common stock on November 25, 2025, resulting in zero shares beneficially owned directly after the transaction.

Why were the Premier, Inc. (PINC) shares disposed of in this filing?

The disposition reflects the consummation of a merger in which Premium Merger Sub, Inc. merged with and into Premier, Inc., and Premier became a wholly owned subsidiary of Premium Parent, LLC.

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

At the merger’s effective time on November 25, 2025, each issued and outstanding share of Premier Class A common stock was cancelled and converted into the right to receive $28.25 in cash per share, without interest, subject to exceptions in the merger agreement.

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

Time-based restricted stock units granted before August 16, 2025 were cancelled and converted into the right to receive cash equal to the number of underlying shares multiplied by the $28.25 merger consideration, plus any accrued cash dividend equivalents.

What is Premier, Inc.’s corporate status after the reported merger?

Following the merger, Premier, Inc. continues as the surviving corporation and operates as a wholly owned subsidiary of Premium Parent, LLC.

Does this Premier, Inc. (PINC) Form 4 indicate any remaining common shares outstanding for the reporting person?

No. The Form 4 shows that after the merger-related disposition, the reporting person beneficially owned 0 shares of Premier Class A common stock directly.