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

Premier CEO Form 4 details $28.25-per-share merger payout

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

Rhea-AI Filing Summary

Premier, Inc. (PINC) President & CEO and director filed a Form 4 reporting the treatment of his equity in connection with Premier’s merger with Premium Parent, LLC. At the merger’s 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, without interest, subject to exceptions in the merger agreement.

The reporting person disposed of 529,432 shares of Class A common stock at $28.25 per share and held 64,504 restricted stock units that were cancelled for cash based on the merger consideration, including accrued dividend equivalents. Additional restricted stock units granted on or after August 16, 2025 and stock options covering 22,157 and 22,694 shares were cancelled in the merger for no consideration, leaving no derivative securities beneficially owned.

Positive

  • None.

Negative

  • None.
Insider Alkire Michael J.
Role President & CEO
Type Security Shares Price Value
Disposition Option (right to buy) 22,157 $0.00 --
Disposition Option (right to buy) 22,694 $0.00 --
Disposition Class A Common Stock 529,432 $28.25 $14.96M
Disposition Class A Common Stock 64,504 $0.00 --
Holdings After Transaction: Option (right to buy) — 0 shares (Direct); Class A Common Stock — 64,504 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). 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. Reflects the cancellation at the Effective Time of options to purchase shares of the Issuer's Common Stock ("Options"). Pursuant to the Merger Agreement, these Options were cancelled in connection with the Merger for no consideration.
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*
Alkire Michael J.
(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
X Officer (give title below) Other (specify below)
President & CEO
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) 529,432 D $28.25(1)(2) 64,504 D
Class A Common Stock 11/25/2025 D(3) 64,504 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
Option (right to buy) $31.65 11/25/2025 D(4) 22,157 08/30/2019 08/31/2026 Class A Common Stock 22,157 $0(4) 0 D
Option (right to buy) $32.9 11/25/2025 D(4) 22,694 08/24/2020 08/24/2027 Class A Common Stock 22,694 $0(4) 0 D
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.
4. Reflects the cancellation at the Effective Time of options to purchase shares of the Issuer's Common Stock ("Options"). Pursuant to the Merger Agreement, these Options 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
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 on this Form 4?

The President & CEO and director reported that his Premier, Inc. Class A common stock, restricted stock units, and stock options were cancelled or cashed out in connection with the company’s merger with Premium Parent, LLC.

How were Premier, Inc. (PINC) common shares treated in the merger?

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

How many Premier (PINC) shares did the CEO report disposing of?

The CEO reported the disposition of 529,432 shares of Premier Class A common stock, which were cancelled and converted into the right to receive the cash merger consideration of $28.25 per share.

What happened to the CEO’s restricted stock units (RSUs) in the Premier (PINC) merger?

Time-based RSUs granted before August 16, 2025 covering 64,504 shares 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. RSUs granted on or after August 16, 2025 were cancelled for no consideration.

What was the treatment of Premier (PINC) stock options held by the CEO?

Stock options to buy 22,157 shares at $31.65 and 22,694 shares at $32.90 of Premier Class A common stock were cancelled at the effective time of the merger for no consideration, leaving no derivative securities beneficially owned.

Does this Premier (PINC) Form 4 indicate an open-market sale by the CEO?

No. The filing shows automatic cancellation and cash-out or forfeiture of shares, RSUs, and stock options as a result of the merger’s closing, rather than an open-market sale initiated by the CEO.