Form 4: Premier CFO Disposes Shares in Merger Completion
Insider Transaction Report (Form 4)
Premier, Inc.'s CFO, Glenn Coleman, disposed of Class A Common Stock and had Restricted Stock Units cancelled as part of the company's merger into a wholly-owned subsidiary for $28.25 per share.
Summary
- Glenn Coleman, CAO & CFO of Premier, Inc. (PINC), reported the disposition of 161,464 shares of Class A Common Stock on November 25, 2025.
- The disposition occurred due to the consummation of a merger where Premier, Inc. became a wholly-owned subsidiary of Premium Parent, LLC.
- Each outstanding share of Common Stock was converted into the right to receive $28.25 in cash, without interest.
- Coleman also had 32,018 Restricted Stock Units (RSUs) granted prior to August 16, 2025, cancelled and converted into cash at the merger consideration price.
- An additional 32,018 RSUs granted on or after August 16, 2025, were cancelled for no consideration in connection with the merger.
Sentiment
Score: 6
Explanation: The filing reports the expected completion of a merger, resulting in a cash payout for shareholders and a liquidity event for the insider's equity, though some RSUs were cancelled for no consideration. This is a significant corporate action with a defined financial outcome.
Positives
- Shareholders, including the reporting person for a portion of their holdings, received $28.25 per share in cash for their Class A Common Stock as part of the merger consideration.
- Certain Restricted Stock Units (RSUs) held by the reporting person were converted into cash at the merger consideration price, providing a liquidity event.
Negatives
- Restricted Stock Units granted to the reporting person on or after August 16, 2025, totaling 32,018 units, were cancelled for no consideration.
- Premier, Inc. ceased to be a publicly traded company, becoming a wholly-owned subsidiary, which removes its stock from public markets.
Risks
- RSUs granted on or after August 16, 2025, were cancelled for no consideration, representing a loss of potential value for the reporting person.
Future Outlook
The company is now a wholly-owned subsidiary of Premium Parent, LLC, and is no longer publicly traded. No public future outlook is provided in this filing.
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Change | Premier, Inc. merged with Premium Merger Sub, Inc. and became a wholly-owned subsidiary of Premium Parent, LLC, fundamentally altering its governance from a publicly traded entity to a private one. | 11/25/2025 | This change means Premier, Inc. is no longer subject to public company reporting requirements and its governance will be dictated by its new parent company. |
Stakeholder Impact
- Shareholders received $28.25 per share in cash for their Class A Common Stock, marking a definitive exit for public investors.
- Employees holding certain Restricted Stock Units (RSUs) received cash consideration, while others had RSUs granted after a specific date cancelled for no consideration.
Key Dates
| Date | Description |
|---|---|
| 09/21/2025 | Date of the Agreement and Plan of Merger between Premier, Inc., Premium Parent, LLC, and Premium Merger Sub, Inc. |
| 08/16/2025 | Cutoff date for Restricted Stock Units (RSUs) to be eligible for cash conversion; RSUs granted on or after this date were cancelled for no consideration. |
| 11/25/2025 | Effective Time of the Merger and Transaction Date, when shares and RSUs were converted or cancelled. |
| 11/26/2025 | Date the Form 4 was filed. |
Keywords
Premier Inc, PINC, merger, acquisition, Form 4, insider transaction, stock disposition, Restricted Stock Units, RSU, corporate action
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