Form 4: Premier Director Sells Shares in Merger Completion
Merger Transaction Report
Premier, Inc. Director Richard J. Statuto disposed of 42,450 shares of Class A Common Stock for $28.25 per share following the company's merger.
Summary
- Richard J. Statuto, a Director of Premier, Inc. (PINC), reported the disposition of 42,450 shares of Class A Common Stock.
- The transaction occurred on November 25, 2025, coinciding with the effective time of a merger agreement.
- Pursuant to the merger, Premier, Inc. merged with Premium Merger Sub, Inc., a wholly-owned subsidiary of Premium Parent, LLC, with Premier, Inc. continuing as the surviving, wholly-owned subsidiary.
- Each outstanding share of Premier, Inc. Class A Common Stock was cancelled and converted into the right to receive $28.25 in cash.
- The disposed shares included those underlying outstanding time-based vesting restricted stock unit awards (RSUs) granted prior to August 16, 2025, which were also converted into cash at the merger consideration price.
- Following this transaction, Richard J. Statuto beneficially owns 0 shares of Premier, Inc. Class A Common Stock.
Sentiment
Score: 7
Explanation: The filing reports the successful completion of a merger, resulting in a definitive cash payout for shareholders, including the reporting director. This indicates a positive and expected outcome for the transaction.
Positives
- The consummation of the merger agreement provides a definitive cash payout of $28.25 per share to all Class A Common Stock shareholders, including the reporting director.
- The transaction successfully converted restricted stock unit awards into cash, providing liquidity to the award holders.
Negatives
- Premier, Inc. is no longer an independent publicly traded company, becoming a wholly-owned subsidiary of Premium Parent, LLC.
- The reporting director, Richard J. Statuto, no longer holds any beneficial ownership in Premier, Inc. Class A Common Stock.
Future Outlook
NA
Industry Context
This filing reflects the completion of a corporate acquisition, a common strategy in various industries for consolidation, achieving economies of scale, or taking a public company private. The healthcare industry, in which Premier, Inc. operates, frequently sees such strategic transactions aimed at restructuring or enhancing market position.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Richard J. Statuto | NA | 11/25/2025 | While Richard J. Statuto was a Director at the time of the transaction, the merger of Premier, Inc. into a wholly-owned subsidiary of Premium Parent, LLC fundamentally alters the corporate governance structure, implying changes to the board of the now-private entity. The filing does not explicitly state his departure from the board, but the company's new status as a subsidiary means its public board structure is dissolved. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Company Status | Premier, Inc. ceased to be an independent publicly traded company and became a wholly-owned subsidiary of Premium Parent, LLC. | 11/25/2025 | This change fundamentally alters the corporate governance framework, as the company is no longer subject to public company reporting requirements and its board structure would be reconstituted under the parent company's control. |
Stakeholder Impact
- Shareholders: All Class A Common Stock shareholders received $28.25 in cash per share, providing liquidity and a defined return on their investment.
- Employees: The filing does not provide specific details on the impact on employees, but a change in ownership can often lead to organizational restructuring.
- Customers and Suppliers: The filing does not provide specific details on the impact on customers or suppliers, but the change in ownership may lead to strategic shifts in operations or partnerships.
Key Dates
| Date | Description |
|---|---|
| 08/16/2025 | Cut-off date for RSU grants included in the merger consideration. |
| 09/21/2025 | Date of the Agreement and Plan of Merger between Premier, Inc., Premium Parent, LLC, and Premium Merger Sub, Inc. |
| 11/25/2025 | Effective time of the merger and transaction date for the disposition of shares. |
| 11/26/2025 | Signature date of the reporting person's attorney-in-fact. |
Keywords
Premier Inc, PINC, Merger, Acquisition, Stock Sale, Director, Form 4, Beneficial Ownership, Equity Disposition, Cash Consideration
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