Premier insider Andy Brailo receives 13,252 performance shares with 3-year vesting

Rhea-AI Filing Summary

Andy Brailo, Chief Commercial Officer of Premier, Inc. (PINC), reported an acquisition of 13,252 Class A common shares on 08/19/2025 coded as an allocation of Performance Share Awards. The awards were allocated based on the issuer's fiscal 2025 performance metrics but will not vest until after a three-year performance cycle and are subject to continued employment. Following the reported transaction, the reporting person beneficially owns 96,640 Class A shares. The transaction price is recorded as $0, reflecting issuance under the award plan.

Positive

• Alignment with performance: Awards are tied to fiscal 2025 metrics, linking compensation to company performance
• Retention incentive: Three-year vesting period supports executive continuity

Negative

• No immediate vesting: Shares will not vest until after a three-year cycle and require continued employment
• Potential dilution: Allocation increases outstanding potential shares without cash proceeds (price recorded as $0)

Insights

Financial Analyst

TL;DR: Routine performance-based equity allocation aligns executive pay with multi-year goals and does not immediately change voting or economic exposure.

The reported 13,252-share allocation is described as a fiscal 2025 performance award that vests after a three-year cycle and requires continued employment. That structure ties compensation to multi-year outcomes and preserves retention incentives. Because the award is unvested and carries a $0 issuance price typical of performance grants, it represents future potential dilution rather than current cash cost. No cash proceeds or dispositions are reported, and beneficial ownership post-allocation is 96,640 shares.

Corporate Governance Expert

TL;DR: Standard long-term incentive grant with time- and performance-based vesting; governance implications are routine.

Performance share awards that vest only after a three-year performance cycle and require continued employment are a common governance mechanism to align executives with long-term company performance. The filing discloses the allocation and resulting beneficial ownership but does not indicate accelerated vesting, transfers, or other unusual terms. From a governance perspective, this is a customary disclosure of insider compensation activity.

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
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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^*

Brailo Andy

(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)
	Chief Commercial Officer

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		13,252(1)	A	$0	96,640	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 Andy Brailo report for Premier, Inc. (PINC)?

The reporting person was allocated 13,252 Class A common shares as Performance Share Awards on 08/19/2025.

Do the allocated shares vest immediately for PINC's Chief Commercial Officer?

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

How many Class A shares does the reporting person own after this transaction?

The filing reports beneficial ownership of 96,640 Class A shares following the allocation.

Was there any cash paid for the allocated shares in this Form 4 for PINC?

The transaction lists a price of $0, indicating issuance under an equity award rather than a purchase.

Is this Form 4 reporting an open-market purchase or an equity award?

This filing reports an equity award , not an open-market cash purchase.