PINC General Counsel equity cashed out at $28.25 in completed merger

Rhea-AI Filing Summary

Premier, Inc. (PINC) reports that General Counsel David L. Klatsky disposed of his Class A common stock in connection with the company’s merger. At the merger’s effective time on November 25, 2025, each outstanding share of Premier Class A common stock was cancelled and automatically converted into the right to receive $28.25 in cash, without interest.

The reported disposition of 79,817 shares reflects this cash-out. The filing also explains that time-based restricted stock units granted before August 16, 2025 were cancelled and converted into cash based on the same $28.25 per share merger consideration, while restricted stock units granted on or after August 16, 2025 were cancelled for no consideration.

Insights

Corporate actions analyst

Premier’s merger converts insider equity into $28.25 cash, with later RSUs forfeited.

The disclosure shows how the completed merger of Premier, Inc. with Premium Parent, LLC affects equity held by General Counsel David L. Klatsky. At the effective time on November 25, 2025, each share of Premier Class A common stock was cancelled and converted into the right to receive $28.25 in cash, which explains the Form 4 disposition of 79,817 shares and the remaining beneficial ownership of 14,514 shares before they too were cancelled.

The narrative distinguishes between restricted stock units (RSUs) granted before and after August 16, 2025. RSUs granted before this date convert into a cash payment equal to the number of RSU shares multiplied by the $28.25 merger consideration, plus any accrued cash dividend equivalents. RSUs granted on or after August 16, 2025 are cancelled at the effective time for no consideration, which is an economically unfavorable outcome for those specific awards but is contractually tied to the merger terms.

From an investor perspective, the key takeaway is that this insider’s equity position has been fully cashed out or cancelled as a result of the merger structure. Future company disclosures may provide additional detail on how similar treatment applied to other executives and employees under the same merger agreement.

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^*

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)
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)		79,817	D	$28.25(1)(2)	14,514	D
Class A Common Stock	11/25/2025		D(3)		14,514	D	$0(3)	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).

3. Reflects the cancellation at the Effective Time of RSUs granted to the reporting person on or after August 16, 2025. Pursuant to the Merger Agreement, these RSUs were cancelled in connection with the Merger for no consideration.

	David L. Klatsky	11/26/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction involving Premier, Inc. (PINC) is described here?

The content describes the completion of a merger in which Premium Merger Sub, Inc. merged with and into Premier, Inc., making Premier a wholly owned subsidiary of Premium Parent, LLC at the effective time on November 25, 2025.

What happened to Premier, Inc. (PINC) Class A common stock in the merger?

At the effective time of the merger, each issued and outstanding share of Premier Class A common stock was cancelled and automatically converted into the right to receive $28.25 in cash, without interest, subject to certain exceptions in the merger agreement.

How many Premier, Inc. (PINC) shares did David L. Klatsky dispose of and at what value?

General Counsel David L. Klatsky is reported as disposing of 79,817 shares of Premier Class A common stock at a price of $28.25 per share in connection with the merger cash-out.

How were Premier, Inc. (PINC) RSUs granted before August 16, 2025 treated in the merger?

Time-based restricted stock units granted before August 16, 2025 were cancelled at the effective time and converted into a 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 happened to Premier, Inc. (PINC) RSUs granted on or after August 16, 2025?

Restricted stock units granted to the reporting person on or after August 16, 2025 were cancelled at the effective time of the merger for no consideration, meaning these awards did not receive a cash payout.

What is David L. Klatsky’s role and relationship to Premier, Inc. (PINC)?

David L. Klatsky is identified as an officer of Premier, Inc., serving as General Counsel, and he filed the report as one reporting person.