Premier Inc. Form 4 shows director’s shares cancelled in cash merger

Rhea-AI Filing Summary

Premier, Inc. (PINC) director reported a disposition of Class A Common Stock tied to the closing of a cash merger. On 11/25/2025, 42,450 shares of Class A Common Stock were reported as disposed of at $28.25 per share, leaving the reporting person with 0 shares beneficially owned.

The transaction reflects the consummation of a merger under which Premium Merger Sub, Inc. merged into Premier, Inc., making Premier a wholly owned subsidiary of Premium Parent, LLC. At the effective time of the merger, each issued and outstanding share of Premier’s Common Stock was cancelled and automatically converted into the right to receive $28.25 in cash, subject to certain exceptions. Time-based restricted stock units granted before August 16, 2025 were also cancelled and converted into cash equal to the underlying shares multiplied by the same merger consideration, plus any accrued cash dividend equivalents.

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Form 4 confirms Premier’s cash merger closing and equity cash-out at $28.25 per share.

This filing shows a Premier, Inc. director disposing of 42,450 Class A Common shares at $28.25 per share on November 25, 2025, with post-transaction ownership of 0 shares. The disposition is not an open-market sale but the result of a merger in which all outstanding common shares were cancelled for a fixed cash payment.

The merger combined Premier with Premium Parent, LLC via a subsidiary that merged into Premier, leaving Premier as a wholly owned subsidiary. At the effective time, each common share converted into the right to receive the $28.25 cash merger consideration, and certain time-based RSUs granted before August 16, 2025 were similarly converted into cash based on the same per-share amount plus accrued dividend equivalents. This confirms that equity holders’ exposure to Premier’s stock was effectively replaced by cash consideration upon closing.

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^*

Miller Marc D

(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.
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FAQ

What transaction did the Premier, Inc. (PINC) Form 4 report?

The Form 4 reports a director’s disposition of 42,450 shares of Premier, Inc. Class A Common Stock on 11/25/2025, resulting from the closing of a cash merger.

What price per share did Premier, Inc. (PINC) shareholders receive in the merger?

Each issued and outstanding share of Premier, Inc. Common Stock was cancelled and automatically converted into the right to receive $28.25 in cash per share, without interest.

How many Premier, Inc. (PINC) shares does the reporting person own after this transaction?

Following the reported merger-related transaction, the reporting person beneficially owns 0 shares of Premier, Inc. Class A Common Stock.

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

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

What structural change occurred to Premier, Inc. (PINC) in this transaction?

Premium Merger Sub, Inc. merged with and into Premier, Inc., with Premier continuing as the surviving corporation and becoming a wholly owned subsidiary of Premium Parent, LLC.

Is the reported Premier, Inc. (PINC) Form 4 transaction a market sale?

No. The Form 4 clarifies that the disposition of shares reflects cancellation and conversion into cash pursuant to the Agreement and Plan of Merger, not an open-market trade.