Premier Inc. Form 4 shows 18,668 shares sold in $28.25 merger

Rhea-AI Filing Summary

Premier, Inc. (PINC) director reports cash-out from go-private merger. A company director disposed of 18,668 shares of Class A common stock on 11/25/2025, as all outstanding Premier shares were cancelled and converted into the right to receive $28.25 in cash per share.

The transaction occurred when Premium Merger Sub, Inc. merged into Premier, Inc., making Premier a wholly owned subsidiary of Premium Parent, LLC. 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, plus any accrued cash dividend equivalents.

Insights

Equity compensation and M&A specialist

Premier’s go-private merger converts all director equity into $28.25 cash.

The disclosure shows that a Premier, Inc. director’s 18,668 Class A shares were disposed of at an effective price of $28.25 per share when the merger with Premium Parent, LLC closed on November 25, 2025. This reflects the broader transaction in which all outstanding Premier common shares were cancelled and converted into a cash right, meaning public equity holders are cashed out.

The filing also explains that time-based restricted stock units granted before August 16, 2025 were cancelled and converted into cash equal to the number of underlying shares multiplied by the same $28.25 merger consideration, plus accrued cash dividend equivalents. This indicates equity incentives tied to service were settled in cash rather than rolling into new awards.

For investors, the key point is that Premier’s common stock is effectively removed from public markets as a result of the merger, with value realized in cash at a fixed per-share amount as described here.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Boudreau Helen M

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	18,668	$28.25	$527K

Holdings After Transaction: Class A Common Stock — 0 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).

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

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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^*

Boudreau Helen M

(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)		18,668	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.
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FAQ

What transaction is reported in this Premier, Inc. (PINC) Form 4?

The Form 4 reports that a Premier, Inc. director disposed of 18,668 shares of Class A common stock on 11/25/2025 as part of the closing of a cash merger.

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

Each issued and outstanding Premier, Inc. share of Class A common stock was cancelled and converted into the right to receive $28.25 in cash per share, without interest.

Who acquired Premier, Inc. in this merger?

Premier, Inc. merged with Premium Merger Sub, Inc., a wholly owned subsidiary of Premium Parent, LLC, with Premier continuing as a wholly owned subsidiary of Premium Parent, LLC.

How were Premier, Inc. (PINC) restricted stock units (RSUs) treated in the merger?

Time-based vesting RSUs granted before August 16, 2025 were cancelled at the merger’s 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.

What was the director’s ownership of Premier, Inc. shares after the reported transaction?

Following the reported merger-related disposition, the director reported 0 shares of Premier, Inc. Class A common stock beneficially owned.

What is the effective date of the Premier, Inc. merger described in the Form 4?

The merger became effective at the “Effective Time” on November 25, 2025, when Premium Merger Sub, Inc. merged with and into Premier, Inc.