Premier SEC Filings

Premier, Inc. (PINC) director reported the cash-out of all reported Class A common shares in connection with the company’s merger. On November 25, 2025, Premium Merger Sub, Inc. merged into Premier, Inc., making Premier a wholly owned subsidiary of Premium Parent, LLC.

At the effective time of the merger, each issued and outstanding share of Premier Class A common stock was cancelled and automatically converted into the right to receive $28.25 in cash per share, without interest, subject to specified exceptions in the merger agreement. The reporting person’s indirect holdings of 35,349 shares through a revocable family trust and direct holdings of 7,101 shares were disposed of at $28.25 per share, leaving no remaining beneficial ownership.

Previously granted time-based restricted stock units awarded before August 16, 2025 were also cancelled and converted into a cash payment equal to the number of underlying shares multiplied by the $28.25 merger consideration, plus any accrued cash dividend equivalents.

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.

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.

Premier, Inc. (PINC) director reported the disposition of 27,536 shares of Class A common stock on 11/25/2025 in connection with the closing of a cash merger. Premium Merger Sub, Inc. merged into Premier, which continued as a wholly owned subsidiary of Premium Parent, LLC.

At the effective time of the merger, each outstanding Premier common share was canceled and automatically converted into the right to receive $28.25 in cash per share, without interest, subject to exceptions in the merger agreement. Time-based restricted stock units granted before August 16, 2025 were also canceled and converted into a cash payment equal to the number of underlying shares multiplied by the same $28.25 merger consideration, plus any accrued cash dividend equivalents.

Premier, Inc. (PINC) reported the closing of its previously announced merger with Premium Parent, LLC, taking the company private. At the November 25, 2025 effective time, each outstanding share of Premier Class A common stock (other than excluded and appraisal shares) was converted into the right to receive $28.25 per share in cash, without interest. The total cash consideration payable to equityholders at closing was approximately $2.4 billion, funded by the buyer through equity and debt financing.

Following the merger, Premier became a wholly owned subsidiary of Parent, repaid all loans and terminated commitments under its existing credit agreement, and initiated the delisting of its Class A shares from Nasdaq and deregistration under the Exchange Act. A change of control occurred, with the prior board members resigning and Michael Alkire and Glenn Coleman becoming the company’s directors, and Premier’s charter and bylaws were amended and restated in line with the merger terms.

Premier, Inc. reported that stockholders approved its planned merger with Premium Parent, LLC, an affiliate of funds managed by Patient Square Capital. At a special meeting, holders of 65,503,874 shares of Class A common stock, representing about 79% of voting power as of the October 21, 2025 record date, were present, establishing a quorum.

Stockholders adopted the Merger Agreement, with 64,965,155 votes for, 52,235 against and 486,484 abstentions. They also approved, on a non-binding advisory basis, the compensation that may be paid to named executive officers in connection with the merger, with 50,579,097 votes for and 14,497,546 against. Because the merger received sufficient support, no adjournment proposal was needed. Subject to remaining customary closing conditions, the merger is expected to close on or about November 25, 2025, after which Premier will become a wholly owned subsidiary of Parent.

Premier, Inc. (PINC) filed an 8-K providing supplemental proxy disclosures related to its pending all‑cash merger at $28.25 per share with an affiliate of Patient Square Capital. The update follows stockholder complaints alleging disclosure deficiencies; the company states the claims are without merit and is providing added detail to avoid potential delay and minimize litigation cost and uncertainty.

The filing adds specifics on the April 22, 2025 confidentiality agreement and standstill, long‑range management forecasts, and additional context on financial advisor analyses. Goldman Sachs’ DCF work used unlevered free cash flow through 2039 (terminal year about $229 million), discount rates of 8.5%–10.5%, and a perpetuity growth range of 1.0%–2.0%, yielding illustrative present values per share of $27.59 to $36.58; a separate analysis produced implied present values of $22.18 to $30.86. Inputs included total net debt of $196 million, cash and investments of $263 million, and approximately 85.2 million fully diluted shares. BofA Securities’ comps and precedent transactions are summarized, and its equity reference ranges used about $66 million net cash and the same 85.2 million share count.

Premier, Inc. (PINC) reported an insider transaction by its CAO & CFO. On 11/11/2025, the officer had shares withheld to satisfy taxes upon settlement of prior stock unit grants, reported as Code F.

The withholding covered 17,026 and 3,874 shares at a transaction price of $28.17 per share. Following these transactions, the officer directly beneficially owned 193,482 shares.