Premier (PINC) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by Premium Parent, LLC, an affiliate of Patient Square Capital, at $28.25 per share in cash, a 23.8% premium to the 60-day average price as of September 5, 2025.

• The transaction was unanimously approved by the board and is expected to close by Q1 2026, subject to shareholder and regulatory approvals.

• Upon closing, shares will be delisted from NASDAQ and the company will become privately held.

• The merger is not subject to a financing condition; all necessary financing commitments are in place.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement; approval requires a majority of the voting power of outstanding shares.

• Proxy materials, including a Schedule 14A proxy statement, will be filed and distributed to shareholders.

• The board recommends shareholders vote in favor of the merger.

Board of directors and corporate governance

• The board unanimously determined the merger is fair and in the best interests of shareholders.

• Directors of the merger subsidiary will become directors of the surviving corporation post-merger.

• The company has no poison pill or shareholder rights plan in effect.