Premier SEC Filings

Premier, Inc. (PINC) filed its quarterly report for the period ended September 30, 2025. Net revenue was $240,004 thousand, down from $248,142 thousand a year ago, as Performance Services softened while Supply Chain Services was steady. Operating income was $24,884 thousand versus $35,315 thousand, and net income attributable to stockholders was $17,579 thousand compared with $70,784 thousand. Diluted EPS was $0.21 versus $0.70. Cash and cash equivalents were $43,380 thousand, and the company maintained $280,000 thousand outstanding under its credit facility.

Premier also disclosed a definitive agreement to be acquired by an affiliate of Patient Square Capital for $28.25 per share in cash, subject to stockholder approval, antitrust clearance, and other customary conditions; the outside date is March 21, 2026. The quarter included a $0.21 per share dividend and Segment Adjusted EBITDA of $86,796 thousand. Supply Chain Services revenue was $152,086 thousand; Performance Services revenue was $87,918 thousand. The liability related to the sale of future revenues to OMNIA was $629,991 thousand at quarter end. As of October 30, 2025, 82,684,436 Class A shares were outstanding.

Premier, Inc. (PINC) reported an insider transaction by its Chief Accounting Officer. On 11/01/2025, 1,260 shares of Class A common stock were withheld to satisfy taxes upon the vesting and settlement of previously reported stock unit grants (Transaction Code F) at a price of $28.12 per share. Following this tax withholding, the officer directly beneficially owns 50,351 shares.

Premier, Inc. (PINC) filed Amendment No. 1 to its Annual Report to include Part III information and new CEO/CFO certifications under Section 302 of Sarbanes‑Oxley. The amendment replaces proxy disclosures the company opted not to file within 120 days of fiscal year end and makes no other substantive changes.

The filing details board composition and governance, noting Class III directors Peter S. Fine and Marvin O’Quinn have reached the age limit and are not eligible for renomination. Executive compensation highlights include a Corporate Score of 113.3% for fiscal 2025, driving a CEO annual incentive payout of $1,869,780. The annual incentive plan used equally weighted net revenue, Non‑GAAP Adjusted EBITDA, and Non‑GAAP Free Cash Flow plus strategic objectives. For long‑term equity, the mix shifted to 70% performance share awards (PSAs) and 30% RSUs, and PSAs now weigh Non‑GAAP Adjusted EPS and Net Revenue equally.

PSAs granted in 2023 did not meet threshold and paid 0%. As of August 14, 2025, 82,549,641 Class A shares were outstanding; the non‑affiliate market value was about $1,929.3 million at the prior second fiscal quarter’s end.

Premier, Inc. (PINC) asks stockholders to approve a cash merger at $28.25 per share. A virtual special meeting is set for November 21, 2025 at 11:00 a.m. ET to vote on adopting the merger agreement with Premium Parent, LLC, an affiliate of Patient Square Capital. If completed, each share of Class A common stock will be converted into the right to receive $28.25 in cash, without interest.

The Board unanimously recommends voting FOR the merger, an advisory (non‑binding) compensation proposal, and a potential adjournment. Approval of the merger requires a majority of the voting power of outstanding shares entitled to vote. The record date is October 21, 2025, when 82,684,436 shares were outstanding. Financing sources are expected to total approximately $2.8 billion, and the transaction is not subject to a financing condition. Regulatory clearance under the HSR Act is required; the waiting period is scheduled to expire on November 13, 2025. Fairness opinions were delivered by Goldman Sachs and BofA Securities. The merger agreement includes termination fees of $66,215,100 (Company) and $168,550,000 (Parent).

Premier, Inc. announced the release of its 2025 Sustainability Report. The report, dated October 20, 2025, was approved by the Board of Directors and the Nominating and Governance Committee and is furnished as Exhibit 99.1.

The disclosure was made under Item 7.01 of a Form 8-K and, along with Exhibit 99.1, is not deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference unless expressly stated. Premier’s Class A Common Stock trades on the NASDAQ Global Select Market under the symbol PINC.

Premier, Inc. shareholders are being asked to approve a proposed all-cash merger that would pay $28.25 per share in exchange for Company Class A common stock, with non-employee directors' unvested RSUs converted to cash at the same consideration. The Board and its Transaction Committee negotiated with Patient Square Capital and received fairness analyses from Goldman Sachs and BofA Securities producing implied value ranges that overlap and support the proposed price. The proxy discloses a prior closing price of $21.27 (the trading day before a key August discussion) and detailed management financial forecasts through 2039, plus customary deal protections including a no-shop, fiduciary out, financing-related cooperation and a turnaround deadline for financing. Executives have change-in-control and termination payments quantified in the proxy. The agreement includes customary conditions, indemnities, D&O insurance tail coverage and tax and regulatory provisions that will affect closing certainty.

Premier, Inc. (PINC) entered into a definitive Agreement and Plan of Merger with Premium Parent, LLC and its wholly owned Merger Sub, under which Premier will be acquired. The Board unanimously determined the Merger Agreement is fair and recommended that shareholders vote to approve the transaction. The filing lists customary termination rights, including failure to obtain shareholder or regulatory approvals, uncured breaches by a party, a superior proposal, or Parent's failure to close. The company warns of risks including potential timing delays, financing and regulatory approvals, disruption to operations and key relationships, transaction costs, and litigation or regulatory actions. The filing references the Merger Agreement dated September 21, 2025 and a press release dated September 22, 2025.

Andy Brailo, Chief Commercial Officer of Premier, Inc. (PINC), reported on Form 4 that he sold 5,581 shares of Class A common stock on 09/05/2025 at a price of $26.29 per share, leaving him with 93,866 shares beneficially owned after the transaction. The filing states the sale was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 9, 2025. The Form 4 was signed by an attorney-in-fact, David L. Klatsky, on 09/08/2025.

Premier, Inc. (PINC) filing reports a proposed sale of 5,581 Class A shares through Fidelity Brokerage Services with an aggregate market value of $146,724.49, scheduled approximately for 09/05/2025 on NASDAQ. The shares were acquired on 08/26/2022 through restricted stock vesting and were compensation for the holder. The filing also discloses that the same individual, Andrew Brailo, sold 6,521 Class A shares on 09/03/2025 for gross proceeds of $168,176.59. The issuer has 82,549,641 shares outstanding per the form. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.