Form 4: Premier Executive Sells Shares Post-Merger

Premier, Inc. President of Performance Services, David P. Zito, reported the disposition of shares and cancellation of restricted stock units following the company's merger.

Summary

• David P. Zito, President Performance Services of Premier, Inc., reported changes in beneficial ownership.
• The changes occurred due to the consummation of a merger on November 25, 2025, where Premier, Inc. became a wholly-owned subsidiary of Premium Parent, LLC.
• Each outstanding share of Premier's Class A Common Stock was converted into the right to receive $28.25 in cash.
• Zito disposed of 52,708 shares of Class A Common Stock at $28.25 per share, which included shares underlying time-based vesting restricted stock units (RSUs) granted prior to August 16, 2025.
• An additional 26,916 shares, representing RSUs granted on or after August 16, 2025, were cancelled for no consideration.
• Following these transactions, Zito beneficially owns 0 shares directly.

Sentiment

Score: 7

Explanation: The sentiment is generally positive for the reporting person as a significant cash payout was received for a large portion of their holdings due to the merger. However, the cancellation of a substantial number of RSUs for no consideration introduces a negative aspect, preventing a higher score.

Positives

• The reporting person received $28.25 per share for 52,708 shares of Class A Common Stock and associated RSUs, totaling approximately $1,488,977.
• The transaction was part of a pre-planned contract under Rule 10b5-1(c).

Negatives

• 26,916 restricted stock units granted on or after August 16, 2025, were cancelled for no consideration, representing a loss of potential value for the reporting person.

Risks

• Certain restricted stock units (those granted on or after August 16, 2025) were cancelled for no consideration as part of the merger terms.

Future Outlook

The filing does not provide forward-looking statements or guidance, as it reports a completed transaction related to a merger.

Industry Context

This Form 4 reflects the finalization of a significant corporate action (merger) for Premier, Inc., indicating a change in ownership structure. Such transactions are common in the healthcare services and group purchasing organization (GPO) sector as companies seek consolidation or strategic realignment.

Comparison to Industry Standards

• The merger consideration of $28.25 per share would typically be evaluated against the company's historical stock price, analyst price targets, and valuations of comparable companies in the healthcare GPO space (e.g., Vizient, HealthTrust).
• The specific terms for RSU treatment (cash payout for older grants, cancellation for newer grants) are specific to the merger agreement and would be compared to similar executive compensation treatments in other M&A deals, though no specific comparable companies or projects are mentioned in this filing.

Stakeholder Impact

• Shareholders: All Class A Common Stock shareholders received $28.25 per share in cash, indicating a complete liquidity event for public shareholders.
• Employees (specifically RSU holders): Employees holding RSUs granted prior to August 16, 2025, received cash consideration, while those with RSUs granted on or after that date had them cancelled for no value, potentially impacting morale and retention for the latter group.

Next Steps

• The filing does not specify future actions or milestones for the reporting person or the company, beyond the completion of the merger.

Key Dates

Keywords

Premier Inc, PINC, David P. Zito, Form 4, Merger, Beneficial Ownership, Restricted Stock Units, Equity Transaction, Corporate Action