Form 4: Premier Executive Sells Shares Post-Merger
Insider Transaction Report
Premier, Inc. President of Supply Chain Services, Bruce J. Radcliff, disposed of shares and had RSUs cancelled following the company's merger into a wholly-owned subsidiary of Premium Parent, LLC.
Summary
- Bruce J. Radcliff, President Supply Chain Svs of Premier, Inc., reported changes in beneficial ownership following a merger.
- The merger, effective November 25, 2025, involved Premier, Inc. becoming a wholly-owned subsidiary of Premium Parent, LLC, with Premium Merger Sub, Inc. merging into Premier, Inc.
- Each outstanding share of Premier's Class A Common Stock was cancelled and converted into the right to receive $28.25 in cash.
- Radcliff disposed of 22,535 shares of Class A Common Stock at $28.25 per share.
- This disposition included shares underlying time-based vesting restricted stock unit (RSU) awards granted prior to August 16, 2025, which were converted to cash at the merger consideration.
- Additionally, 8,621 RSUs granted on or after August 16, 2025, were cancelled for no consideration.
- Following these transactions, Radcliff beneficially owns 0 shares of Premier, Inc.
Sentiment
Score: 6
Explanation: Neutral to slightly positive for the reporting person due to a significant cash payout from the merger, but negative due to the cancellation of some RSUs for no consideration and loss of future equity upside in Premier, Inc.
Positives
- The reporting person received $28.25 per share for 22,535 shares of Class A Common Stock and associated RSUs, totaling $636,218.75 in cash from the merger.
Negatives
- 8,621 restricted stock units (RSUs) granted on or after August 16, 2025, were cancelled for no consideration, representing a loss of potential value for the reporting person.
- The reporting person no longer holds any beneficial ownership in Premier, Inc. following the merger.
Future Outlook
NA
Industry Context
This filing reflects the final stages of a corporate acquisition, a common occurrence in various industries as companies seek consolidation or strategic growth. The specific terms for executive equity treatment, particularly the differentiation of RSU vesting based on grant date, highlight common practices in merger agreements to manage executive compensation and retention during transitions.
Stakeholder Impact
- Shareholders: Existing shareholders of Premier, Inc. received $28.25 per share in cash, concluding their investment in the public entity.
- Employees (including reporting person): The reporting person received a cash payout for vested equity, but lost future equity upside in Premier, Inc. and had some RSUs cancelled without consideration. Other employees with similar equity structures would be similarly impacted.
Key Dates
| Date | Description |
|---|---|
| 2025-08-16 | Date used to differentiate RSU treatment: RSUs granted prior to this date were converted to cash, while those granted on or after this date were cancelled for no consideration. |
| 2025-09-21 | Date of the Agreement and Plan of Merger between Premier, Inc., Premium Parent, LLC, and Premium Merger Sub, Inc. |
| 2025-11-25 | Date of Earliest Transaction and Effective Time of the Merger, when Merger Sub merged into Premier, Inc. and shares were converted to cash. |
| 2025-11-26 | Date the Form 4 was signed by David L. Klatsky, Attorney-in-fact. |
Keywords
Premier Inc, PINC, Form 4, Insider Transaction, Merger, Stock Disposition, Restricted Stock Units, Executive Compensation, Bruce J. Radcliff, Premium Parent LLC
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