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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 21,033 | $28.25 | $594K |
Footnotes (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).
