PINC Form 4: Executive Allocated 24,943 Performance Shares, Vesting in 3 Years

Rhea-AI Filing Summary

David P. Zito, President - Performance Services at Premier, Inc. (PINC) received an allocation of 24,943 Class A common shares on 08/19/2025 as performance share awards tied to the issuer's fiscal 2025 results. These awards were allocated based on fiscal 2025 performance metrics but will not vest until after a three-year performance cycle and are subject to continued employment. After the allocation, the reporting person beneficially owned 52,708 shares. The Form 4 was submitted under Section 16 and signed by an attorney-in-fact on 08/20/2025. No option exercises, sales, or derivative transactions are reported on this form.

Positive

• Performance-based award aligns executive compensation with fiscal 2025 results and long-term performance
• No immediate sale or exercise reported, indicating no immediate insider liquidity or dilution from exercised options

Negative

• Award subject to continued employment, which could lead to forfeiture if employment terminates before vesting
• Vesting delayed three years, so there is no near-term increase in tradable shares or direct shareholder benefit

Insights

Financial Analyst

TL;DR: A time- and performance-based equity award increased insider holdings but remains subject to multi-year vesting.

The reported allocation of 24,943 performance shares is a compensatory grant tied to fiscal 2025 metrics and is structured to vest only after a three-year performance cycle subject to continued employment. Such awards align executive incentives with multi-year company performance and do not create immediate dilution from exercised securities. The post-allocation beneficial ownership of 52,708 shares shows a modest insider stake. There are no cash transactions, derivative trades, or dispositions reported, which limits immediate market impact.

Corporate Governance Expert

TL;DR: This is a routine performance-share allocation consistent with long-term incentive practices and standard vesting conditions.

The form discloses an allocation rather than a vested transfer, emphasizing retention and performance alignment through a three-year cycle. From a governance perspective, the award's conditional vesting ties compensation to sustained employment and multi-year performance metrics, which is generally favorable for shareholder-aligned incentive design. The disclosure is complete for the reported non-derivative transaction; no unusual harvesting or accelerated vesting events are indicated.

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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OMB Number:			3235-0287
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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^*

Zito David P.

(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)
	President Performance Services

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		24,943(1)	A	$0	52,708	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 transaction did Premier, Inc. (PINC) report for David P. Zito on 08/19/2025?

The Form 4 reports an allocation of 24,943 Class A common shares as performance share awards allocated on 08/19/2025.

Will the 24,943 performance shares received by the executive vest immediately?

No. The awards will not vest until after a three-year performance cycle and are subject to continued employment.

How many shares does the reporting person beneficially own after the reported transaction?

After the allocation the reporting person beneficially owned 52,708 shares.

Does the Form 4 show any sales, purchases for cash, or derivative transactions?

No. The Form 4 shows a non-derivative allocation (code A) of performance shares and does not report sales, purchases for cash, or derivative transactions.

Who signed the Form 4 filing and when was it signed?

The Form 4 was signed by /s/ David L. Klatsky, Attorney-in-fact on 08/20/2025.