8-K filed November 25, 2025, 6:59 PM ET CIK 0001577916

M&A confidence high sentiment neutral materiality 0.80

Patient Square Capital completes $2.6B acquisition of Premier; stockholders get $28.25/share

Premier, Inc.

Premier acquired by Patient Square Capital for approximately $2.6B; stockholders receive $28.25 per share in cash.
Premier common stock ceased trading and will be delisted from Nasdaq as of November 25, 2025.
Total cash consideration to equityholders was approximately $2.4B, funded through equity and debt financing.
Board of directors resigned at closing; Michael Alkire and Glenn Coleman became directors.
All outstanding options and RSU/PSU awards were cancelled or converted into cash consideration.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Machine-readable event card

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accession: 0001193125-25-294735
form_type: 8-K
ticker: null
cik: 0001577916
company_name: Premier, Inc.
filed_at: 2025-11-25T23:59:59+00:00
discovered_at: 2026-05-14T18:02:39.807142+00:00
generated_at: 2026-05-16T16:55:01.242507+00:00
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Source-grounded claims

52808143ac6588c7861e2b5287d30c6d1955688a

Premier, Inc.: Certificate of incorporation was amended and restated in its entirety pursuant to the Merger Agreement.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Charter ”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

ddb01a809bddd84354920c8abecbd814ef0f8eb6

Premier, Inc.: Amended and restated bylaws were replaced with Merger Sub's bylaws in their entirety.

Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “ Bylaws ”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

93716b30dee5c6efc7ee82b385f5996f9611432d

Premier, Inc. underwent a change of control involving Patient Square Capital for $2.6 billion (closed 2025-11-25).

Patient Square Capital (“Patient Square”), a dedicated health care investment firm, has completed its previously announced acquisition of Premier, valued at $2.6 billion.

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Charter ”).

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

APAD

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Charter ”).

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

Filing page SEC filing

CHRN

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EKSO BIONICS HOLDINGS, INC. May 5, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 2.02, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Charter ”).

Comparable filing

on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

Filing page SEC filing

GYRE

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GYRE THERAPEUTICS, INC. May 4, 2026, 7:59 PM ET m_and_a Items 2.01, 5.03, 1.01, 3.02, 3.03, 5.02, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Charter ”).

Comparable filing

The Company has filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Company Preferred Stock (the “Certificate of Designation”) in connection with the Merger referenced in Item 1.01 above.

Filing page SEC filing

ESAB

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ESAB Corp June 2, 2026, 6:41 AM ET m_and_a Items 2.01, 3.02, 5.03, 3.03, 7.01, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Charter ”).

Comparable filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

Filing page SEC filing

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

Patient Square Capital (“Patient Square”), a dedicated health care investment firm, has completed its previously announced acquisition of Premier, valued at $2.6 billion.

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

Patient Square Capital (“Patient Square”), a dedicated health care investment firm, has completed its previously announced acquisition of Premier, valued at $2.6 billion.

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

NVRI

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ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

Patient Square Capital (“Patient Square”), a dedicated health care investment firm, has completed its previously announced acquisition of Premier, valued at $2.6 billion.

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-25-294735

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