Premier PINC insider Form 4 details $28.25-per-share merger payout

Rhea-AI Filing Summary

Premier, Inc. (PINC) filed a Form 4 showing an executive’s equity was cashed out and cancelled in connection with its merger. The company’s CAO & CFO reported the disposition of 161,464 shares of Class A common stock on 11/25/2025, at a cash merger price of $28.25 per share, leaving 32,018 shares beneficially owned immediately after that transaction.

These dispositions reflect the closing of a merger in which a subsidiary of Premium Parent, LLC combined with Premier, making Premier a wholly owned subsidiary. At the merger’s effective time, each outstanding Premier share was automatically converted into the right to receive $28.25 in cash. Time-based restricted stock units granted before August 16, 2025 were similarly cancelled for cash based on this amount, while 32,018 RSUs granted on or after August 16, 2025 were cancelled for no consideration, reducing the reporting person’s beneficial ownership to zero.

Insights

M&A and equity compensation analyst

Premier’s merger closed, cashing out common shares at $28.25 and wiping out certain RSUs.

The Form 4 shows the CAO & CFO of Premier, Inc. disposing of 161,464 Class A common shares at a merger cash price of $28.25 per share on November 25, 2025. This stems from a merger where Premium Merger Sub, Inc. combined with Premier, making Premier a wholly owned subsidiary of Premium Parent, LLC and converting each outstanding share into the right to receive cash.

The filing also details treatment of equity awards. Time-based RSUs granted before August 16, 2025 were cancelled and converted into cash equal to the number of underlying shares times the $28.25 merger consideration, plus any accrued cash dividend equivalents. By contrast, RSUs granted on or after that date, totaling 32,018 underlying shares, were cancelled for no consideration at the effective time, reducing the reporting person’s beneficial ownership of Premier equity to zero.

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^*

Coleman Glenn

(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)
	CAO & CFO

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)		161,464	D	$28.25(1)(2)	32,018	D
Class A Common Stock	11/25/2025		D(3)		32,018	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.

	/s/ David L. Klatsky, Attorney-in-fact	11/26/2025
	** Signature of Reporting Person	Date
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FAQ

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

The CAO & CFO of Premier, Inc. reported the disposition of 161,464 shares of Class A common stock on November 25, 2025, in connection with the closing of a merger that paid cash for each share.

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

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

How were Premier, Inc. (PINC) restricted stock units granted before August 16, 2025 treated?

Time-based RSUs granted to the reporting person before August 16, 2025 were cancelled at the effective time and converted into a cash payment 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?

RSUs granted on or after August 16, 2025, representing 32,018 underlying shares, were cancelled in connection with the merger for no consideration, leaving the reporting person with no Premier equity holdings.

What structural change occurred to Premier, Inc. (PINC) as a result of the merger?

A subsidiary of Premium Parent, LLC merged with Premier, Inc. on November 25, 2025, with Premier continuing as the surviving corporation and becoming a wholly owned subsidiary of Premium Parent, LLC.

Who signed the Premier, Inc. (PINC) Form 4 and on what date?

The Form 4 was signed by /s/ David L. Klatsky as attorney-in-fact for the reporting person on November 26, 2025.