Form 4: Premier CEO Alkire Disposes Shares in Merger

Premier, Inc. President & CEO Michael J. Alkire reported the disposition of his Class A Common Stock and cancellation of equity awards following the company's acquisition by Premium Parent, LLC.

Summary

• Michael J. Alkire, President & CEO of Premier, Inc. (PINC), reported changes in his beneficial ownership due to the merger of Premier, Inc. with Premium Merger Sub, Inc., a wholly-owned subsidiary of Premium Parent, LLC.
• The merger became effective on November 25, 2025, at which point Premier, Inc. continued as the surviving corporation and a wholly-owned subsidiary of Premium Parent, LLC.
• Each outstanding share of Premier's Class A Common Stock was cancelled and converted automatically into the right to receive $28.25 in cash, without interest.
• Alkire disposed of 529,432 shares of Class A Common Stock, which included shares underlying outstanding time-based vesting restricted stock unit (RSU) awards granted prior to August 16, 2025, for the merger consideration of $28.25 per share.
• An additional 64,504 RSUs granted on or after August 16, 2025, were cancelled for no consideration in connection with the Merger.
• Options to purchase 22,157 shares (with a strike price of $31.65) and 22,694 shares (with a strike price of $32.9) were also cancelled for no consideration in connection with the Merger.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as the merger provided a cash payout to shareholders, including the reporting person for a significant portion of his equity. However, the cancellation of certain RSUs and all options for no consideration introduces a negative aspect for the reporting person's personal equity holdings.

Positives

• Shareholders, including the reporting person for a significant portion of his holdings, received $28.25 per share in cash for their Class A Common Stock, providing liquidity.
• The merger successfully closed, indicating the completion of a strategic transaction for Premier, Inc.

Negatives

• A portion of the reporting person's RSUs (64,504 shares) and all his stock options (totaling 44,851 shares) were cancelled for no consideration, indicating they were out-of-the-money or subject to specific merger terms that did not result in a payout for these particular awards.
• Premier, Inc. ceased to be an independent publicly traded company following the merger.

Risks

• The filing itself does not detail future risks for the company, as it reports a completed transaction where Premier, Inc. became a private subsidiary.
• For the reporting person, the market risk associated with holding Premier, Inc. equity has been converted to cash for a significant portion, while other equity awards were forfeited according to the merger agreement.

Future Outlook

The filing reports a completed merger transaction where Premier, Inc. became a wholly-owned subsidiary of Premium Parent, LLC. As such, the future outlook for Premier, Inc. as an independent public entity is no longer applicable.

Industry Context

This filing reflects the finalization of an acquisition in the healthcare services or group purchasing organization sector, a common occurrence as companies seek consolidation for scale, market share, or strategic alignment. The acquisition of Premier, Inc. by Premium Parent, LLC indicates a shift in ownership structure for a significant player in this industry.

Stakeholder Impact

• Shareholders: Received $28.25 per share in cash for their Class A Common Stock, providing liquidity.
• Employees (including management): Equity awards were treated according to the merger agreement, with some converted to cash and others cancelled based on grant dates and strike prices.

Key Dates

Keywords

Premier Inc, PINC, Merger, Acquisition, Form 4, Beneficial Ownership, Stock Disposition, Michael J. Alkire, CEO, Restricted Stock Units, Stock Options, Premium Parent LLC