Premier PINC insider fully cashed out as $28.25 merger closes

Rhea-AI Filing Summary

Premier, Inc. (PINC) filed a Form 4 showing a director’s full exit from the company’s stock due to a cash merger. On 11/25/2025, the reporting person disposed of 21,033 shares of Class A common stock and now holds 0 shares, reflecting the completion of a previously announced merger.

Under the merger agreement among Premier, Premium Parent, LLC, and Premium Merger Sub, Inc., each outstanding Premier share was cancelled at the effective time of the merger and converted into the right to receive $28.25 in cash per share, without interest. Time-based restricted stock units granted before August 16, 2025 were also cancelled and converted into cash based on the same $28.25 per-share merger consideration, including any accrued cash dividend equivalents.

Insights

Equity and M&A disclosure analyst

Form 4 confirms a Premier director’s full equity cash-out in a $28.25-per-share merger.

This Form 4 documents that a Premier, Inc. director disposed of 21,033 shares of Class A common stock on 11/25/2025, ending with 0 shares beneficially owned. The disposition arises from the closing of a merger in which Premium Merger Sub, Inc. merged into Premier, making Premier a wholly owned subsidiary of Premium Parent, LLC.

At the merger’s effective time, each outstanding Premier share was cancelled and converted into the right to receive $28.25 in cash, without interest. Time-based restricted stock units granted before August 16, 2025 were similarly cancelled and converted into cash equal to the number of underlying shares multiplied by the same $28.25 merger consideration, plus any accrued cash dividend equivalents.

This filing mainly provides transparency on how the merger consideration applied to insider holdings and equity awards. It aligns the director’s treatment with that of other shareholders and equity award holders, confirming that legacy equity was fully cashed out in connection with the completed transaction.

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^*

DAVIDS JODY R

(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)		21,033	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.
* 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 does this Form 4 report for Premier, Inc. (PINC)?

It reports that a Premier, Inc. director disposed of 21,033 shares of Class A common stock on 11/25/2025, ending with 0 shares owned after a merger closed.

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

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

How were the director’s restricted stock units (RSUs) in Premier (PINC) treated?

Time-based RSUs granted before August 16, 2025 were cancelled at the effective time and converted into cash equal to the number of underlying shares multiplied by the $28.25 merger consideration, plus any accrued cash dividend equivalents.

Why does the Premier (PINC) director now report owning zero shares?

The merger caused all outstanding Premier common shares, including those held by the director, to be cancelled and converted into a cash right at $28.25 per share, leaving the director with no remaining shares.

What transaction code appears in this Premier (PINC) Form 4?

The transaction is reported with a disposition code “D,” indicating shares of Premier Class A common stock were disposed of in connection with the merger and cash-out at $28.25 per share.

Who are the merger parties involved with Premier, Inc. (PINC)?

The agreement and plan of merger is among Premier, Inc., Premium Parent, LLC, and Premium Merger Sub, Inc., with Premier continuing as a wholly owned subsidiary of Premium Parent, LLC after the merger.