[10-K] Premier, Inc. Files Annual Report
Filing Impact
Filing Sentiment
Form Type
10-K
Rhea-AI Filing Summary
Premier, Inc. describes a technology-driven healthcare platform serving providers with supply chain and performance services. The company reported a market value of approximately $1,929.3 million for Class A stock and had 82,549,641 Class A shares outstanding as of August 14, 2025. Membership included more than 4,250 acute care providers and ~365,000 active members, with total GPO purchasing volume of $87 billion in 2024.
The filing details corporate actions and investments: a Board-authorized $1.0 billion share repurchase program with $800 million repurchased through ASR transactions completed by August 18, 2025; and the acquisition of IllumiCare for a preliminary adjusted purchase price of $47.5 million (paid $39.8 million cash, $4.5 million escrow, up to $15.0 million contingent earn-out). It also outlines major business lines, revenue models, competitive landscape, regulatory exposures, cybersecurity and data risks, and that no single customer accounted for more than 10% of net revenue while the top five customers were 12%.
Premier, Inc. 猫 una piattaforma sanitaria orientata alla tecnologia che fornisce ai fornitori servizi per la catena di approvvigionamento e per le performance operative. La societ脿 ha riportato un valore di mercato di circa $1.929,3 milioni per le azioni di Classe A e, al 14 agosto 2025, risultavano in circolazione 82.549.641 azioni di Classe A. I membri includevano oltre 4.250 fornitori di cure acute e circa 365.000 membri attivi, con un volume d'acquisti GPO complessivo di $87 miliardi nel 2024.
Il documento descrive inoltre azioni societarie e investimenti: un programma di riacquisto azionario autorizzato dal Consiglio fino a $1,0 miliardo, di cui $800 milioni riacquistati tramite operazioni ASR concluse entro il 18 agosto 2025; e l'acquisizione di IllumiCare per un prezzo di acquisto rettificato preliminare di $47,5 milioni (di cui $39,8 milioni in contanti, $4,5 milioni in escrow e fino a $15,0 milioni legati a earn-out condizionali). Vengono poi delineate le principali linee di business, i modelli di ricavo, il panorama competitivo, le esposizioni normative, i rischi informatici e di protezione dei dati, precisando che nessun singolo cliente ha rappresentato pi霉 del 10% dei ricavi netti, mentre i primi cinque clienti hanno totalizzato il 12%.
Premier, Inc. es una plataforma sanitaria impulsada por la tecnolog铆a que ofrece a los proveedores servicios de cadena de suministro y mejora del rendimiento. La compa帽铆a inform贸 un valor de mercado de aproximadamente $1.929,3 millones para las acciones Clase A y ten铆a en circulaci贸n 82.549.641 acciones Clase A al 14 de agosto de 2025. La membres铆a inclu铆a m谩s de 4.250 proveedores de atenci贸n aguda y alrededor de 365.000 miembros activos, con un volumen total de compras GPO de $87 mil millones en 2024.
La presentaci贸n detalla adem谩s acciones corporativas e inversiones: un programa de recompra de acciones autorizado por la Junta por $1.0 mil millones, de los cuales se recompraron $800 millones mediante transacciones ASR completadas antes del 18 de agosto de 2025; y la adquisici贸n de IllumiCare por un precio de compra ajustado preliminar de $47,5 millones (pagados $39,8 millones en efectivo, $4,5 millones en cuenta de garant铆a y hasta $15,0 millones en pagos contingentes). Tambi茅n describe las principales l铆neas de negocio, modelos de ingresos, el panorama competitivo, exposiciones regulatorias, riesgos de ciberseguridad y de datos, y se帽ala que ning煤n cliente represent贸 m谩s del 10% de los ingresos netos, mientras que los cinco principales clientes sumaron el 12%.
Premier, Inc.電� 旮办垹 欷戩嫭鞚� 項姢旒�鞏� 頂岆灚韽检溂搿滌劀 瓿店笁毵� 氚� 靹标臣 甏�毽� 靹滊箘鞀るゼ 鞝滉车頃橂姅 須岇偓鞛呺媹雼�. 須岇偓電� 韥措灅鞀� A 欤检嫕鞚� 鞁滌灔 臧�旃橂ゼ 鞎� $1,929.3氚彪鞙茧 氤搓碃頄堨溂氅�, 2025雲� 8鞗� 14鞚� 旮办 韥措灅鞀� A 欤检嫕 82,549,641欤缄皜 鞙犿喌 欷戩澊鞐堨姷雼堧嫟. 須岇洂靷棎電� 4,250臧� 鞚挫儊鞚� 旮夓劚旮� 旃橂 鞝滉车 旮瓣磤瓿� 鞎� 365,000氇呾潣 頇滌劚 須岇洂鞚� 韽暔霅橃棃瓿�, 2024雲� GPO 齑� 甑Г 攴滊電� $870巩�鞚挫棃鞀惦媹雼�.
瓿奠嫓鞐愲姅 霕愴暅 須岇偓鞚� 臁办箻 氚� 韴瀽 雮挫毄鞚� 雼搓波 鞛堨姷雼堧嫟: 鞚挫偓須岅皜 鞀轨澑頃� $10巩� 攴滊鞚� 鞛愳偓欤� 毵れ瀰 頂勲攴鸽灗 欷� $8巩�鞚� ASR 瓯半灅搿� 2025雲� 8鞗� 18鞚缄箤歆� 頇橂Г 鞕勲霅橃棃瓿�; IllumiCare 鞚胳垬電� 鞓堧箘 臁办爼 甑Г雽�旮� $47.5氚彪鞙茧 (順勱笀 $39.8氚彪 歆�旮�, $4.5氚彪鞚� 鞐愳姢韥, 斓滊寑 $15.0氚彪鞚� 靹标臣 鞐半彊 於旉皜 歆�旮� 臧�電�) 歆勴枆霅橃棃鞀惦媹雼�. 欤检殧 靷梾 攵�氍�, 靾橃澋 氇嵏, 瓴届焷 頇橁步, 攴滌牅 雲胳稖, 靷澊氩� 氤挫晥 氚� 雿办澊韯� 鞙勴棙霃� 靹る獏霅橃柎 鞛堨溂氅�, 雼澕 瓿犼皾鞚� 靾滊Г於滌潣 10%毳� 齑堦臣頃橃 鞎婌晿瓿� 靸侅渼 5臧� 瓿犼皾 頃╆硠電� 12%鞓�雼り碃 氇呾嫓霅橃柎 鞛堨姷雼堧嫟.
Premier, Inc. est une plateforme de sant茅 ax茅e sur la technologie qui fournit aux prestataires des services de gestion des approvisionnements et de performance. La soci茅t茅 a d茅clar茅 une valeur de march茅 d'environ 1 929,3 millions $ pour les actions de cat茅gorie A et comptait 82 549 641 actions de cat茅gorie A en circulation au 14 ao没t 2025. L鈥檃dh茅sion comprenait plus de 4 250 茅tablissements de soins aigus et environ 365 000 membres actifs, avec un volume d'achats GPO total de 87 milliards $ en 2024.
Le dossier d茅taille 茅galement des mesures d'entreprise et des investissements : un programme de rachat d'actions autoris茅 par le conseil pour 1,0 milliard $, dont 800 millions $ rachet茅s via des transactions ASR cl么tur茅es avant le 18 ao没t 2025 ; et l'acquisition d'IllumiCare pour un prix d'achat ajust茅 pr茅liminaire de 47,5 millions $ (39,8 millions $ pay茅s en esp猫ces, 4,5 millions $ en s茅questre, et jusqu'脿 15,0 millions $ conditionnels en compl茅ment de prix). Sont 茅galement expos茅es les principales lignes d'activit茅, les mod猫les de revenus, le paysage concurrentiel, les risques r茅glementaires, ainsi que les risques cyber et de donn茅es, en pr茅cisant qu'aucun client individuel ne repr茅sentait plus de 10% du chiffre d'affaires net, tandis que les cinq principaux clients repr茅sentaient 12%.
Premier, Inc. beschreibt eine technologiegetriebene Gesundheitsplattform, die Anbieter mit Supply-Chain- und Leistungsdiensten unterst眉tzt. Das Unternehmen gab einen Marktwert von etwa $1.929,3 Millionen f眉r die Klasse-A-Aktien an und hatte zum 14. August 2025 82.549.641 ausstehende Klasse-A-Aktien. Zur Mitgliedschaft geh枚rten mehr als 4.250 Akutversorger und rund 365.000 aktive Mitglieder; das gesamte GPO-Beschaffungsvolumen lag 2024 bei $87 Milliarden.
Die Einreichung erl盲utert au脽erdem Unternehmensma脽nahmen und Investitionen: ein vom Vorstand genehmigtes Aktienr眉ckkaufprogramm in H枚he von $1,0 Milliarde, wovon $800 Millionen durch ASR-Transaktionen bis zum 18. August 2025 zur眉ckgekauft wurden; sowie die 脺bernahme von IllumiCare zu einem vorl盲ufigen bereinigten Kaufpreis von $47,5 Millionen (davon $39,8 Millionen in bar, $4,5 Millionen in Treuhand, zus盲tzlich bis zu $15,0 Millionen als erfolgsabh盲ngige Nachzahlung). Weiterhin werden die wesentlichen Gesch盲ftsbereiche, Erl枚smodelle, Wettbewerbssituation, regulatorische Risiken, Cyber- und Datensicherheitsrisiken dargelegt; kein Einzelkunde machte mehr als 10% des Nettoumsatzes aus, die Top f眉nf Kunden zusammen 12%.
Positive
- Scale in procurement: GPO purchasing volume of $87 billion in 2024 supports negotiating leverage
- Capital returns: Board authorized $1.0 billion repurchase program with $800 million repurchased via ASRs
- Membership breadth: More than 4,250 acute care providers and ~365,000 active members enhance network effects
- Measured M&A: Acquisition of IllumiCare for a preliminary $47.5 million to bolster performance services
Negative
- Revenue concentration risks: reliance on administrative fees from suppliers and need to renew/renegotiate extended GPO agreements (鈮�20% still need addressing)
- Regulatory and legal exposure: extensive potential impacts from anti-kickback, False Claims Act, antitrust and evolving GPO scrutiny
- Cybersecurity and data risks: dependence on large de-identified datasets, third-party providers, and outsourced development increases vulnerability to breaches
- Competitive pressure: intense competition across GPO, procure-to-pay, and analytics from large IT vendors, consultancies and other GPOs
Insights
TL;DR Premier shows scale in GPO volume and executed material share repurchases, but revenue reliance on administrative fees and regulatory risks persist.
Premier presents clear scale advantages: large GPO volume ($87B 2024) and broad membership that support recurring administrative-fee revenue. The company returned capital aggressively with $800M of buybacks under a $1.0B authorization, which materially reduced outstanding float and signals management confidence in cash generation. The IllumiCare acquisition ($47.5M preliminary) is modest relative to market value and targets Performance Services capabilities. Key investor considerations are continued dependency on supplier administrative fees, ~20% of extended GPO agreements still subject to renewal, and concentrated regulatory and cybersecurity exposures that could affect future fee structures or member retention.
TL;DR Premier leverages integrated supply chain and analytics to address cost pressures; execution risks remain around member agreements and competition.
Operationally, Premier's two-segment model鈥擲upply Chain Services and Performance Services鈥攁ligns with market trends toward value-based care and supply resiliency. Performance-group programs (ASCENDrive and SURPASS) report quantified member savings ($1.4B and $433.9M identified respectively), supporting product-market fit for committed cohorts. However, competitive intensity from large GPOs, IT vendors, and consultancies, along with potential regulatory scrutiny of GPO economics, pose material risks to pricing and contract terms. The company's reliance on de-identified data assets and third-party licenses underscores execution sensitivity to data access and partner contracts.
Premier, Inc. 猫 una piattaforma sanitaria orientata alla tecnologia che fornisce ai fornitori servizi per la catena di approvvigionamento e per le performance operative. La societ脿 ha riportato un valore di mercato di circa $1.929,3 milioni per le azioni di Classe A e, al 14 agosto 2025, risultavano in circolazione 82.549.641 azioni di Classe A. I membri includevano oltre 4.250 fornitori di cure acute e circa 365.000 membri attivi, con un volume d'acquisti GPO complessivo di $87 miliardi nel 2024.
Il documento descrive inoltre azioni societarie e investimenti: un programma di riacquisto azionario autorizzato dal Consiglio fino a $1,0 miliardo, di cui $800 milioni riacquistati tramite operazioni ASR concluse entro il 18 agosto 2025; e l'acquisizione di IllumiCare per un prezzo di acquisto rettificato preliminare di $47,5 milioni (di cui $39,8 milioni in contanti, $4,5 milioni in escrow e fino a $15,0 milioni legati a earn-out condizionali). Vengono poi delineate le principali linee di business, i modelli di ricavo, il panorama competitivo, le esposizioni normative, i rischi informatici e di protezione dei dati, precisando che nessun singolo cliente ha rappresentato pi霉 del 10% dei ricavi netti, mentre i primi cinque clienti hanno totalizzato il 12%.
Premier, Inc. es una plataforma sanitaria impulsada por la tecnolog铆a que ofrece a los proveedores servicios de cadena de suministro y mejora del rendimiento. La compa帽铆a inform贸 un valor de mercado de aproximadamente $1.929,3 millones para las acciones Clase A y ten铆a en circulaci贸n 82.549.641 acciones Clase A al 14 de agosto de 2025. La membres铆a inclu铆a m谩s de 4.250 proveedores de atenci贸n aguda y alrededor de 365.000 miembros activos, con un volumen total de compras GPO de $87 mil millones en 2024.
La presentaci贸n detalla adem谩s acciones corporativas e inversiones: un programa de recompra de acciones autorizado por la Junta por $1.0 mil millones, de los cuales se recompraron $800 millones mediante transacciones ASR completadas antes del 18 de agosto de 2025; y la adquisici贸n de IllumiCare por un precio de compra ajustado preliminar de $47,5 millones (pagados $39,8 millones en efectivo, $4,5 millones en cuenta de garant铆a y hasta $15,0 millones en pagos contingentes). Tambi茅n describe las principales l铆neas de negocio, modelos de ingresos, el panorama competitivo, exposiciones regulatorias, riesgos de ciberseguridad y de datos, y se帽ala que ning煤n cliente represent贸 m谩s del 10% de los ingresos netos, mientras que los cinco principales clientes sumaron el 12%.
Premier, Inc.電� 旮办垹 欷戩嫭鞚� 項姢旒�鞏� 頂岆灚韽检溂搿滌劀 瓿店笁毵� 氚� 靹标臣 甏�毽� 靹滊箘鞀るゼ 鞝滉车頃橂姅 須岇偓鞛呺媹雼�. 須岇偓電� 韥措灅鞀� A 欤检嫕鞚� 鞁滌灔 臧�旃橂ゼ 鞎� $1,929.3氚彪鞙茧 氤搓碃頄堨溂氅�, 2025雲� 8鞗� 14鞚� 旮办 韥措灅鞀� A 欤检嫕 82,549,641欤缄皜 鞙犿喌 欷戩澊鞐堨姷雼堧嫟. 須岇洂靷棎電� 4,250臧� 鞚挫儊鞚� 旮夓劚旮� 旃橂 鞝滉车 旮瓣磤瓿� 鞎� 365,000氇呾潣 頇滌劚 須岇洂鞚� 韽暔霅橃棃瓿�, 2024雲� GPO 齑� 甑Г 攴滊電� $870巩�鞚挫棃鞀惦媹雼�.
瓿奠嫓鞐愲姅 霕愴暅 須岇偓鞚� 臁办箻 氚� 韴瀽 雮挫毄鞚� 雼搓波 鞛堨姷雼堧嫟: 鞚挫偓須岅皜 鞀轨澑頃� $10巩� 攴滊鞚� 鞛愳偓欤� 毵れ瀰 頂勲攴鸽灗 欷� $8巩�鞚� ASR 瓯半灅搿� 2025雲� 8鞗� 18鞚缄箤歆� 頇橂Г 鞕勲霅橃棃瓿�; IllumiCare 鞚胳垬電� 鞓堧箘 臁办爼 甑Г雽�旮� $47.5氚彪鞙茧 (順勱笀 $39.8氚彪 歆�旮�, $4.5氚彪鞚� 鞐愳姢韥, 斓滊寑 $15.0氚彪鞚� 靹标臣 鞐半彊 於旉皜 歆�旮� 臧�電�) 歆勴枆霅橃棃鞀惦媹雼�. 欤检殧 靷梾 攵�氍�, 靾橃澋 氇嵏, 瓴届焷 頇橁步, 攴滌牅 雲胳稖, 靷澊氩� 氤挫晥 氚� 雿办澊韯� 鞙勴棙霃� 靹る獏霅橃柎 鞛堨溂氅�, 雼澕 瓿犼皾鞚� 靾滊Г於滌潣 10%毳� 齑堦臣頃橃 鞎婌晿瓿� 靸侅渼 5臧� 瓿犼皾 頃╆硠電� 12%鞓�雼り碃 氇呾嫓霅橃柎 鞛堨姷雼堧嫟.
Premier, Inc. est une plateforme de sant茅 ax茅e sur la technologie qui fournit aux prestataires des services de gestion des approvisionnements et de performance. La soci茅t茅 a d茅clar茅 une valeur de march茅 d'environ 1 929,3 millions $ pour les actions de cat茅gorie A et comptait 82 549 641 actions de cat茅gorie A en circulation au 14 ao没t 2025. L鈥檃dh茅sion comprenait plus de 4 250 茅tablissements de soins aigus et environ 365 000 membres actifs, avec un volume d'achats GPO total de 87 milliards $ en 2024.
Le dossier d茅taille 茅galement des mesures d'entreprise et des investissements : un programme de rachat d'actions autoris茅 par le conseil pour 1,0 milliard $, dont 800 millions $ rachet茅s via des transactions ASR cl么tur茅es avant le 18 ao没t 2025 ; et l'acquisition d'IllumiCare pour un prix d'achat ajust茅 pr茅liminaire de 47,5 millions $ (39,8 millions $ pay茅s en esp猫ces, 4,5 millions $ en s茅questre, et jusqu'脿 15,0 millions $ conditionnels en compl茅ment de prix). Sont 茅galement expos茅es les principales lignes d'activit茅, les mod猫les de revenus, le paysage concurrentiel, les risques r茅glementaires, ainsi que les risques cyber et de donn茅es, en pr茅cisant qu'aucun client individuel ne repr茅sentait plus de 10% du chiffre d'affaires net, tandis que les cinq principaux clients repr茅sentaient 12%.
Premier, Inc. beschreibt eine technologiegetriebene Gesundheitsplattform, die Anbieter mit Supply-Chain- und Leistungsdiensten unterst眉tzt. Das Unternehmen gab einen Marktwert von etwa $1.929,3 Millionen f眉r die Klasse-A-Aktien an und hatte zum 14. August 2025 82.549.641 ausstehende Klasse-A-Aktien. Zur Mitgliedschaft geh枚rten mehr als 4.250 Akutversorger und rund 365.000 aktive Mitglieder; das gesamte GPO-Beschaffungsvolumen lag 2024 bei $87 Milliarden.
Die Einreichung erl盲utert au脽erdem Unternehmensma脽nahmen und Investitionen: ein vom Vorstand genehmigtes Aktienr眉ckkaufprogramm in H枚he von $1,0 Milliarde, wovon $800 Millionen durch ASR-Transaktionen bis zum 18. August 2025 zur眉ckgekauft wurden; sowie die 脺bernahme von IllumiCare zu einem vorl盲ufigen bereinigten Kaufpreis von $47,5 Millionen (davon $39,8 Millionen in bar, $4,5 Millionen in Treuhand, zus盲tzlich bis zu $15,0 Millionen als erfolgsabh盲ngige Nachzahlung). Weiterhin werden die wesentlichen Gesch盲ftsbereiche, Erl枚smodelle, Wettbewerbssituation, regulatorische Risiken, Cyber- und Datensicherheitsrisiken dargelegt; kein Einzelkunde machte mehr als 10% des Nettoumsatzes aus, die Top f眉nf Kunden zusammen 12%.
UNITED STATES | ||||||||||||||
SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
Washington, D.C. 20549 | ||||||||||||||
FORM 10-K
(Mark One) | ||||||||||||||
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||
For the fiscal year ended June 30 , 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||
For the transition period from _______ to _______
Commission File Number: 001-36092
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Zip Code) | |||||||||||
| (Address of principal executive offices) | |||||||||||
Registrant's telephone number, including area code: (704 ) 357-0022
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the Class A common stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $1,929.3 million. For purposes of the foregoing calculation only, executive officers and directors of the registrant have been deemed to be affiliates.
As of August 14, 2025, there were 82,549,641 shares of the registrant's Class A common stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's definitive proxy statement for its 2025 Annual Meeting of Stockholders to be held on or about December 5, 2025 is incorporated by reference into Part III hereof to the extent described herein.
PREMIER, INC.
FORM 10-K
TABLE OF CONTENTS
| Page | ||||||||
PART I | ||||||||
| ITEM 1. | BUSINESS | 6 | ||||||
| ITEM 1A. | RISK FACTORS | 22 | ||||||
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 49 | ||||||
ITEM 1C. | CYBERSECURITY | 49 | ||||||
| ITEM 2. | PROPERTIES | 50 | ||||||
| ITEM 3. | LEGAL PROCEEDINGS | 51 | ||||||
| ITEM 4. | MINE SAFETY DISCLOSURES | 51 | ||||||
| PART II | ||||||||
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 52 | ||||||
| ITEM 6. | RESERVED | 53 | ||||||
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 54 | ||||||
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 79 | ||||||
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 80 | ||||||
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 121 | ||||||
| ITEM 9A. | CONTROLS AND PROCEDURES | 121 | ||||||
| ITEM 9B. | OTHER INFORMATION | 121 | ||||||
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 122 | ||||||
| PART III | ||||||||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 123 | ||||||
| ITEM 11. | EXECUTIVE COMPENSATION | 123 | ||||||
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 123 | ||||||
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 124 | ||||||
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 124 | ||||||
| PART IV | ||||||||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 125 | ||||||
| ITEM 16. | FORM 10-K SUMMARY | 128 | ||||||
SIGNATURES | 129 | |||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements made in this Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for Premier, Inc. (this “Annual Report”) that are not statements of historical or current facts, such as those under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “anticipates,” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to our beliefs and expectations regarding future events and trends affecting our business and are necessarily subject to risks and uncertainties, many of which are outside our control. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:
•competition which could limit our ability to maintain or expand market share within our industry;
•our reliance on administrative fees that we receive from suppliers to our group purchasing organization (“GPO”) and our ability to maintain and add new GPO members, which will depend in part on competitive pressure to increase the administrative fee share we pay to members;
•consolidation in the healthcare industry;
•potential delays in recognizing or increasing revenue if the sales cycle or implementation period takes longer than expected;
•the impact to our business if members of our GPO programs reduce activity levels or terminate or elect not to renew their contracts on substantially similar terms or at all;
•the rate at which the markets for our software as a service (“SaaS”) or licensed-based clinical analytics products and services develop and the potential for existing licensed-based customers to convert to SaaS subscriptions;
•the dependency of our members on payments from third-party payers;
•our ability to maintain third-party provider and strategic alliances or enter into new alliances;
•our ability to timely offer new and innovative products and services, including the integration of artificial intelligence and the risks associated with artificial intelligence due to the evolving nature of the technology and legal and regulatory framework;
•the portion of our revenues that we receive from our largest members and other customers;
•risks and expenses related to future acquisition opportunities and integration of previous or future acquisitions, including the potential for impairments resulting from acquisitions;
•financial and operational risks associated with non-controlling investments in other businesses or other joint ventures that we do not control, particularly early-stage companies;
•pending and potential litigation;
•our reliance on Internet infrastructure, bandwidth providers, data center providers, and other third parties and our own systems for providing services to our users;
•data loss or corruption due to failures or errors in our systems and service disruptions at our data centers, or breaches or failures of our security measures;
•the financial, operational, legal, and reputational consequences of cyber-attacks or other data security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us or our members or other third parties;
•our ability to use, disclose, de-identify, or license data and to integrate third-party technologies;
•our use of “open source” software;
•our ability to attract, hire, integrate, and retain key personnel;
•the impact of continuing uncertain economic conditions on our business operations due to, but not limited to, inflation and recessionary fears;
•the financial and operational uncertainty due to global macroeconomic, geopolitical, and business conditions, trends, and events, and the impact of any associated supply chain challenges;
•the impact of global climate change or by regulatory responses to such change;
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•changes and uncertainty in the political, economic or regulatory environment affecting healthcare organizations, including with respect to the status of the Patient Protection and Affordable Care Act, as amended by the Healthcare and Education Reconciliation Act of 2010;
•our compliance with complex international, federal, and state laws, rules, and regulations governing financial relationships among healthcare providers and the submission of false or fraudulent healthcare claims;
•interpretation and enforcement of current or future antitrust laws and regulations;
•compliance with complex federal, state, and international privacy, security, and breach notification laws;
•compliance with current or future laws, rules, and regulations relating to information blocking provisions of the 21st Century Cures Act issued by the Office of the National Coordinator for Health Information Technology (the “ONC Rules”) that may cause our certified Health Information Technology products to be regulated by the ONC Rules;
•compliance with current or future laws, rules, and regulations adopted by the Food and Drug Administration applicable to our software applications that may be considered medical devices;
•the impact on our business of executive orders issued by the President of the United States;
•adequate protection of our intellectual property and potential claims against our use of the intellectual property of third parties;
•potential for additional indirect tax liabilities, such as gross receipts and sales and use taxes, in certain jurisdictions;
•changes in tax laws that materially impact our tax rate, income tax expense, anticipated tax benefits, deferred tax assets, cash flows, and profitability and potential material tax disputes;
•our ability to fully realize the expected tax benefits to match the payments that we made under notes payable to former limited partners related to the early termination of the Unit Exchange and Tax Receivable Acceleration Agreements (the “Unit Exchange Agreements”) issued in connection with our August 2020 Restructuring;
•provisions in our certificate of incorporation and bylaws and provisions of Delaware law and other applicable laws that discourage or prevent strategic transactions, including a takeover of us;
•the impact of stockholder activism, takeover proposals, proxy contests, or short sellers;
•our indebtedness and our ability to obtain additional financing on favorable terms, including our ability to renew or replace our long-term credit facility at or before maturity;
•fluctuation of our quarterly cash flows, revenues, and results of operations;
•failure to maintain an effective system of internal controls over financial reporting or an inability to remediate any weaknesses identified and the related costs of remediation;
•the impact on the price of our Class A common stock (“Common Stock”) if we cease paying dividends or reduce dividend payments from current levels;
•the number of shares of Common Stock repurchased by us pursuant to any then existing Common Stock repurchase program and the timing of any such repurchases;
•the number of shares of Common Stock eligible for sale after the issuance of Common Stock in our August 2020 Restructuring and the potential impact of such sales; and
•the risk factors discussed under the heading “Risk Factors” in Item 1A herein.
More information on potential factors that could affect our financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or similarly captioned sections of this Annual Report and our other periodic and current filings made from time to time with the Securities and Exchange Commission (“SEC”), which are available on our website at http://investors.premierinc.com/. You should not place undue reliance on any of our forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.
Market Data and Industry Forecasts and Projections
We use market data and industry forecasts and projections throughout this Annual Report and, in particular, under Item 1. Business. We have obtained the market data from certain publicly available sources of information, including industry publications. We believe the data others have compiled are reliable, but we have not independently verified the accuracy of this information. While we are not aware of any misstatements regarding the industry data presented herein, forecasts and projections involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Item 1A. Risk Factors” of this Annual Report. You should not place undue reliance on any such market data or industry
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forecasts and projections. We undertake no obligation to publicly update or revise any such market data or industry forecasts and projections, whether as a result of new information, future events, or otherwise.
Trademarks, Trade Names, and Service Marks
This Annual Report includes trademarks, trade names and service marks that we either own or license, such as but not limited to “100 Top Hospitals,” “Acurity,” “ASCENDrive,” “Conductiv,” “ConfigureNet,” “Contigo Health,” “IllumiCare,” “Innovatix,” “InterSectta,” “KIINDO,” “PINC AI,” “Premier,” “PremierPro,” “ProvideGx,” “QUEST,” “Remitra,” “SURPASS,” and “TheraDoc” which are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names, and service marks referred to in this Annual Report may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. This Annual Report also may contain trademarks, trade names, and service marks of other parties, and we do not intend our use or display of other parties' trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
Certain Definitions
References to the “August 2020 Restructuring” are references to our corporate restructuring on August 11, 2020 in which we (i) eliminated our dual-class ownership structure and (ii) exercised our right to terminate the Tax Receivable Agreement (the “TRA”). For additional information and details regarding the August 2020 Restructuring, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
References to “operating income from revenues sold to OMNIA” are references to operating income from revenues sold to OMNIA Partners, LLC (“OMNIA”) in connection with the sale of non-healthcare GPO member contracts in July 2023, less royalty fees retained.
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PART I
Item 1. Business
The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion includes certain forward-looking statements. For a discussion of important factors which could cause actual results to differ materially from the results referred to in the historical information and the forward-looking statements presented herein, see “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contained in this Annual Report.
Our Company
Premier, Inc. (“Premier,” the “Company,” “we,” “us,” or “our”), a publicly held, for-profit corporation, incorporated in Delaware on May 14, 2013, is a leading technology-driven healthcare improvement company, providing solutions to healthcare providers in the United States. Playing a critical role in the rapidly evolving healthcare industry, Premier unites providers, suppliers, and payers to make healthcare better with national scale, smarter with actionable intelligence and faster with novel technologies. Premier offers integrated data and analytics, collaboratives, supply chain solutions, consulting and other services in service of our mission to improve the health of communities. We partner with hospitals, health systems, physicians, employers, product suppliers, service providers, and other healthcare providers and organizations with the common goal of improving and innovating in the clinical, financial, and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry, and we continue to expand our capabilities to more fully address and coordinate care improvement and standardization in the payer, and life sciences markets. With integrated data and analytics, collaboratives, supply chain services, consulting, and other services, Premier enables healthcare providers to deliver better care and outcomes at a lower cost. We believe that we play a critical role in the rapidly evolving healthcare industry, collaborating with members and other customers to co-develop long-term innovative solutions that reinvent and improve the way care is delivered to patients and paid for nationwide. We deliver value through a comprehensive technology-enabled platform that offers critical supply chain services, clinical, financial, operational, and value-based care software as a service (“SaaS”) as well as clinical and enterprise analytics licenses, consulting services, performance improvement collaborative programs, and procure-to-pay business which provide financial support services to healthcare suppliers and providers. Additionally, we provide some of the various products and services noted above to non-healthcare businesses, including through continued access to our group purchasing organization (“GPO”) programs for non-healthcare members whose contracts were sold to OMNIA Partners, LLC (“OMNIA”) (refer to Sale of Non-Healthcare GPO Member Contracts within “Liquidity and Capital Resources” section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations).
As a healthcare alliance, our mission, products and services, and long-term strategy have been developed in partnership with hospitals, health systems, physicians, and other healthcare providers and organizations. We believe that this partnership-driven business model creates a relationship between our members and us that is characterized by aligned incentives and mutually beneficial collaboration. This relationship affords us access to critical de-identified proprietary data and encourages member participation in the development and introduction of new products and services. Our interaction with our members provides us additional insights into the latest challenges confronting the healthcare industry and innovative best practices that we can share broadly across the healthcare industry, including throughout our membership. This model has enabled us to develop size and scale, data and analytics assets, expertise, and customer engagement required to accelerate innovation, provide differentiated solutions, and facilitate growth.
We seek to address challenges facing healthcare providers through our comprehensive suite of solutions that we believe:
•improve the efficiency and effectiveness of the healthcare supply chain;
•deliver improvement in cost, quality, and safety;
•innovate and enable success in emerging healthcare delivery and payment models to manage the health of populations;
•utilize data and analytics to drive increased connectivity as well as clinical, financial, and operational improvement; and
•through payers and life sciences, expand the capabilities within these markets to improve healthcare.
Our business model and solutions are designed to provide our members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in our enterprise data warehouse, mitigate the risk of innovation, and disseminate best practices to help our members and other customers succeed in their transformation to higher quality and more cost-effective healthcare.
We deliver our integrated platform of solutions that address the areas of clinical intelligence, margin improvement, and value-based care through two business segments: Supply Chain Services and Performance Services. The Supply Chain Services
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segment includes one of the largest national healthcare GPO programs in the United States, serving acute and continuum of care sites and providing supply chain co-management, supply chain resiliency activities, and financial support services through our procure-to-pay functionalities which include digital supply chain market insights and digital invoicing and payables automation business (also known as Remitra®). Beginning in fiscal year 2025, our digital invoicing and payables automation business began to be reported as a component of the Supply Chain Services segment to align with our strategy and operations. For comparability purposes, fiscal year 2024 financial measures are presented with the digital invoicing and payables automation business as a component of Supply Chain Services. The Performance Services segment consists of our technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement, and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer, and life sciences markets.
Fiscal Year 2025 Developments
Strategic Review
In February 2024, we announced that our Board of Directors concluded its exploration of strategic alternatives. As part of the strategic review process, the Board of Directors authorized us to seek partners for some or all of our holdings in Contigo Health, LLC (“Contigo Health”), our subsidiary focused on providing comprehensive services that optimize employee health benefits, and SVS LLC d/b/a S2S Global (“S2S Global”), our direct sourcing subsidiary.
On October 1, 2024, our wholly owned subsidiary, Premier Supply Chain Improvement, LLC exchanged all of its holdings in S2S Global for 9,375,000 limited partnership units, or a 20% minority interest, in Prestige Ameritech, Ltd. (“Prestige”) (the “S2S Divestiture”). This minority interest ownership is in addition to our existing indirect investment in Prestige, increasing our total ownership interest (direct and indirect) in Prestige to approximately 24% in the aggregate. Pursuant to the S2S Divestiture, PRAM Holdings, LLC (“PRAM”) recognized a gain on its equity value directly tied to the S2S Divestiture of $12.8 million in continuing operations. With the $52.6 million loss in discontinued operations, the net impact associated with the divestiture was $39.8 million. We met the criteria for classifying certain assets and liabilities of the direct sourcing business as a discontinued operation as of September 30, 2024. Accordingly, unless otherwise indicated, information in this Annual Report has been retrospectively adjusted to reflect continuing operations for all periods presented. See Note 4 - Discontinued Operations and Exit Activities to the accompanying consolidated financial statements for further information.
On January 16, 2025, Contigo Health sold certain assets and liabilities associated with its wrap network business for a purchase price of $15.0 million, subject to working capital and other customary adjustments, to Direct Pay AG. During the year ended June 30, 2025, we recorded a gain on the sale of these certain assets and liabilities of $13.9 million. We continue to own and operate Contigo's remaining businesses, including its center of excellence and third party administrative services. However, we expect that these remaining businesses will be substantially, if not entirely, transitioned to partners or wound down by December 31, 2025.
In February 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding Class A common stock (“Common Stock”) (“Share Repurchase Authorization”). Additionally, in February 2024, under the Share Repurchase Authorization, we entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with Bank of America, N.A. (“Bank of America”) to repurchase an aggregate of $400.0 million of shares of our Common Stock, which was completed on July 11, 2024. On August 20, 2024, we announced that our Board of Directors approved execution of another $200.0 million of Common Stock repurchases under the Share Repurchase Authorization, which were completed on January 6, 2025. In February 2025, we announced that our Board of Directors approved two accelerated share repurchase agreements (the “2025 ASR Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”), under the Share Repurchase Authorization, to repurchase an aggregate of $200.0 million of shares of our Common Stock. Final settlement of the transactions under the 2025 ASR Agreements was completed on August 18, 2025. The Share Repurchase Authorization expired on June 30, 2025, and accordingly we will not make any repurchases under the authorization in addition to the $800 million of repurchases described above. Refer to “Share Repurchase Authorization” within “Contractual Obligations” section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for more information.
Impact of Tariffs
The Trump administration has recently implemented, or threatened to implement, significant new and increased tariffs on certain industries and countries. While the specifics of these tariffs are still evolving, the implementation of new or increased tariffs on medical supplies, equipment, pharmaceuticals, and other products may adversely affect our suppliers’ pricing structures or operational capabilities, leading to higher procurement costs for our members and other customers, potentially resulting in reduced purchasing power, changes in sourcing decisions, and margin pressure throughout their supply chains. We continue to monitor tariff developments and are working to continue to build resiliency within our portfolio and diversification
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of suppliers to mitigate the financial impact on our members and other customers. See “Item 1A. Risk Factors” in this Annual Report for further discussion on the risks related to tariffs.
Acquisition of IllumiCare, Inc.
On June 13, 2025, we acquired, through our wholly owned subsidiary Premier Healthcare Solutions, Inc., 100% of the issued and outstanding capital stock in IllumiCare, Inc (“IllumiCare”) for a preliminary adjusted purchase price of $47.5 million, net of cash acquired, and subject to certain customary post-closing adjustments (“IllumiCare acquisition”). We paid $39.8 million with cash on hand, net of cash acquired, of which $4.5 million was placed in escrow to secure primarily certain indemnification obligations of the former IllumiCare owners. The acquisition agreement provides for potential additional contingent earn-out payments to the former IllumiCare owners of up to $15.0 million based upon achievement of certain specified post-closing business performance goals. IllumiCare is reported as part of the Performance Services Segment. See Note 3 - Business Acquisitions to the accompanying consolidated financial statements for further information.
Industry Overview
According to data from the Centers for Medicare & Medicaid Services (“CMS”), healthcare expenditures are a large component of the United States economy and are expected to grow by an average of 5.8% per year for the period 2024-2033, reaching 20.3% of gross domestic product, or GDP, by 2033. According to data from the 2023 American Hospital Association’s Annual Survey, published in the 2025 edition of the AHA Hospital Statistics™, there were more than 5,100 United States community hospitals with approximately 781,200 staffed beds in the United States. Of these acute care facilities, approximately 3,600 were part of either multi-hospital or diversified single hospital systems, meaning they were owned, leased, sponsored, or contract managed by a central organization. Based upon 2024 reporting from the United States Department of Labor and healthcare industry sources, in addition to United States hospitals, there were approximately 888,000 facilities and providers across the continuum of care in the United States. These facilities include primary/ambulatory care, post-acute care, and other providers.
Healthcare Supply Chain Services Industry
According to CMS data, total spending on hospital services in the United States is projected to be $1.8 trillion, or approximately 31% of total healthcare expenditures, in calendar year 2025. Expenses associated with the hospital supply chain, such as supplies as well as operational and capital expenditures, typically represent a material portion of a hospital’s budget. With continued reimbursement rate pressure across government and managed care payers, a transitioning payment model from fee-for-service to value-based payment, and national health expenditures representing a material portion of the economy, healthcare providers are examining all sources of cost savings, with supply chain spending a key area of focus. We believe opportunities to drive cost out of the healthcare supply chain include improved pricing for medical supplies, pharmaceuticals, facilities expenditures, food service products, and information technology, as well as appropriate resource utilization, mitigating pharmaceutical and medical device shortages, and increased operational efficiency.
From origination at the supplier to final consumption by the provider or patient, healthcare products pass through an extensive supply chain incorporating manufacturers, wholesalers, distributors, GPOs, pharmacy benefit managers, and retail, long-term care, and integrated pharmacies, among others. In response to the national focus on health spending and managing healthcare costs, along with the increased pressure in light of recent legislative developments, supply chain participants are seeking more convenient and cost-efficient ways to deliver products to patients and providers. We believe that improvements to the healthcare supply chain to bring it on par with other industries that have more sophisticated supply chain management can drive out material inefficiencies and cost. See “Item 1A. Risk Factors” in this Annual Report for further information.
Healthcare Performance Services Industry
State and federal budget pressures stemming from increased deficit spending, employer and consumer demands for lower costs, and the need for improved quality and outcomes have generated greater focus among healthcare providers on cost management, quality and safety, and value-based care. As a result, over the past two decades, the Department of Health and Human Services (“HHS”) has pushed to move from fee-for-service to alternative payment models (“APMs”). APMs, such as capitated and bundled payment arrangements with accountable care organizations (“ACOs”) and other providers, make healthcare providers more accountable for cost and quality goals. This movement will continue given the strong bipartisan support for these models. Over the long-term, health systems will need to continually monitor performance and manage costs, while demonstrating high levels of quality and implementing new care delivery models.
We expect information technology to continue to play a key enabling role in workflow efficiency and cost reduction, performance improvement, and care delivery transformation across the healthcare industry in both acute and continuum of care settings. In particular, the trends toward value-based payment models and healthcare require more sophisticated business intelligence, expanded data sets, and technology solutions. To achieve higher-quality outcomes and control total cost of care,
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providers exhibit a strong and continuing need for more comprehensive data and analytic capabilities to help them understand their current and future performance, identify opportunities for improvement, and manage value-based care risk. Similarly, our consulting services business is growing in the areas of business model strategy and redesign, process and margin improvement, labor productivity, non-labor cost management, clinical integration, and change management. In addition, our business increasingly relies on artificial intelligence (“AI”) technologies to collect, aggregate, analyze and/or generate data or other materials or content. See “Item 1A. Risk Factors” in this Annual Report for further discussion on the risks related to AI.
Our Membership
Our current membership base includes many of the country’s most progressive and forward-thinking healthcare organizations. The participation of these organizations in our membership provides us additional insights into the latest challenges confronting the industry we serve and innovative best practices that we can share broadly throughout our membership. We continually seek to add new members that are at the forefront of innovation in the healthcare industry. At June 30, 2025, our members included more than 4,250 acute care healthcare providers and approximately 365,000 active members. Over 520 individuals, representing approximately 180 of our United States hospital members, sit on 27 of our strategic and sourcing committees, and as part of these committees, use their industry expertise to advise on ways to improve the development, quality, and value of our products and services. In addition, three individuals who served on our Board of Directors during fiscal year 2025 are or were previously executives at our United States hospital member systems, providing valuable and unique insights into the challenges faced by hospitals and health systems and the innovations necessary to address these challenges. No individual member or member systems generated more than 10% of our net revenue for the fiscal years ended June 30, 2025 and 2024. Total GPO purchasing volume by all members participating in our GPO was more than $87 billion and $84 billion for the calendar years 2024 and 2023, respectively.
Our Business Segments
We deliver our integrated platform of solutions that address the areas of clinical intelligence, margin improvement, and value-based care and manage our business through two business segments: Supply Chain Services and Performance Services. Refer to Note 18 - Segments to the accompanying consolidated financial statements for further information. We have no significant foreign operations or revenues.
Supply Chain Services
Our Supply Chain Services segment assists our members and other customers in managing their non-labor expense and capital spend through a combination of products, services, and technologies, including one of the largest national healthcare GPO programs in the United States serving acute and continuum of care sites, and providing supply chain co-management, supply chain resiliency activities, and financial support services through our procure-to-pay functionalities which include digital supply chain market insights and digital invoicing and payables automation business. Membership in our GPO also provides access to certain supply chain-related SaaS informatics products and the opportunity to participate in our ASCENDriveTM and SURPASS® performance groups. Our Supply Chain Services segment consists of the following products and solutions:
Group Purchasing. Our portfolio of over 3,400 contracts with over 1,400 suppliers provides our members with access to a wide range of products and services, including medical and surgical products, pharmaceuticals, laboratory supplies, capital equipment, information technology, facilities and construction, and food and nutritional products. We use our members’ aggregate purchasing power to negotiate pricing discounts, improved quality and resiliency of products, and improved contract terms with suppliers. Contracted suppliers pay us administrative fees based on the net negotiated price and purchase volume of goods and services sold to our members under the contracts we have negotiated. We also partner with other organizations, including regional GPOs, to extend our network base to their members.
Our contract portfolio is designed to offer our members a flexible solution comprised of multi-sourced supplier contracts, as well as pre-commitment and/or single-sourced contracts that offer higher discounts. Our multi-sourced contracts offer pricing tiers based on purchasing volume and/or commitment and multiple suppliers for many products and services. Our pre-commitment contracts require that a certain amount of our members commit in advance to a specified amount or percentage of purchasing volume before we enter into a contract with a particular supplier. Our single-source contracts are entered into with a specified supplier, and through this exclusive relationship, allow us to contract for products that meet our members’ specifications. In the case of pre-commitment contracts, we provide the particular supplier with a list of members that have pre-committed to a specified amount or percentage of purchasing volume and the supplier directly handles the tracking and monitoring of fulfillment of such purchasing volume. In the case of single and multi-sourced contracts, we negotiate and execute the contracts with suppliers on behalf of our members and make such contracts available to our members to access. The utilization of such single and multi-sourced contracts is determined by each particular member with assistance from our commercial account management team. Since there are no specific fulfillment requirements needed in our single and multi-source contracts in order to obtain certain pricing levels, each particular
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member and supplier agree on the appropriate pricing tier based on expected purchasing volume with tracking and ongoing validation of such purchasing volume provided by the supplier. The flexibility provided by our expansive contract portfolio allows us to effectively address the varying needs of our members and the significant number of factors that influence and dictate these needs, including overall size, service mix, and the degree of integration between hospitals in a healthcare system.
We continually innovate our GPO programs and supply chain platforms while targeting multiple markets, including acute, continuum of care, and non-healthcare site settings. As of June 30, 2025, our core base is a network of more than 4,250 acute care healthcare providers. In addition, our continuum of care program, one of the largest in the United States, which covers over 70 classes of trade, including non-healthcare, had approximately 365,000 active members as of June 30, 2025, which represents an increase of approximately 40,000 members, or 12%, over fiscal year 2024. A number of these members in Premier’s continuum of care program are affiliated, owned, leased, or managed by our members.
Performance Groups. Our Performance Groups are highly committed purchasing programs, which enable members to benefit from coordinated purchasing decisions and maintain standardization across their facilities. Our Performance Groups include the ASCENDrive and the SURPASS Performance Groups.
ASCENDrive Performance Group. Our ASCENDrive Performance Group (“ASCENDrive”) has developed a process to aggregate purchasing data for our members, enabling such members to benefit from committed group purchases within the Performance Group. Through ASCENDrive, members receive group purchasing programs, tiers and prices specifically negotiated for them and knowledge sharing with other member participants. As of June 30, 2025, approximately 880 United States acute care sites and 7,300 continuum of care sites participated in ASCENDrive. These member participants have identified over $1.4 billion in additional savings as compared to their United States hospital peers not participating in ASCENDrive since its inception in 2009. For calendar year 2024, these member participants had approximately $17.0 billion in annual supply chain purchasing spend.
SURPASS Performance Group. Our SURPASS Performance Group (“SURPASS”) builds upon and complements ASCENDrive and drives even greater savings for members at a correspondingly higher level of commitment. SURPASS brings together our most committed members that are able to coordinate purchasing decisions, review utilization, and achieve and maintain standardization across their facilities. SURPASS utilizes our PACER (Partnership for the Advancement of Comparative Effectiveness Review) methodology, which brings together clinically led cohorts to make evidence-based decisions about physician and clinician preference items with the goal of materially reducing the total cost of care. As of June 30, 2025, a group of 43 members representing approximately 620 acute care sites and 9,000 continuum of care sites participate in SURPASS. These member participants have identified over $433.9 million in additional savings via their efforts in more than 130 categories since its inception in 2018. For calendar year 2024, these member participants had approximately $16.0 billion in annual supply chain purchasing spend.
Supply Chain Co-Management. We manage and co-manage all or portions of the supply chain operations for contracted members and other customers to drive down costs through processes, including value analysis, product standardization, strategic resource allocation, and improved operational efficiency.
Supply Chain Resiliency Program. In partnership with our members, we have created a program designed to promote domestic and geographically diverse manufacturing and ensure a robust and resilient supply chain for essential medical products. The program is intended to provide a means to invest in or partner with businesses that can supply shortage products, co-fund the development of affordable products that address specific market needs and create strategic sourcing contracts to ensure continuous supply for our members and customers. We believe this program is most successful when we are able to partner with our members through investments or long-term purchasing commitments on these initiatives.
Our Supply Chain Resiliency Program includes, but is not limited to, the following:
PRAM Holdings, LLC. We formed PRAM Holdings, LLC (“PRAM”) in 2020 in partnership with member health systems to invest in Prestige Ameritech Ltd. (“Prestige”), a domestic manufacturer of masks, sterile intravenous solutions and other personal protective equipment (“PPE”), whereby our members obtain a direct domestic source to critical PPE.
ExPre Holdings, LLC. We formed ExPre Holdings, LLC (“ExPre”) in 2022 in partnership with member health systems to invest in Exela Holdings, Inc. (“Exela”), a domestic manufacturer of proprietary and generic sterile injectable products, whereby our members obtain a direct source to certain critical pharmaceutical products.
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SaaS Informatics Products. Members of our GPO have access to certain SaaS informatics products related to the supply chain and have the ability to purchase additional elements that are discussed in more detail below under “Our Business Segments - Performance Services.”
Procure-to-Pay. Our procure-to-pay business which include digital supply chain market insights and digital invoicing and payables automation business provides health systems and suppliers cost management solutions with our Procure-to-Pay technology designed to support greater efficiencies in the procurement process through automated purchasing and payment solutions. The Procure-to-Pay platform powers supplier and provider networks and uses optical character recognition to automate invoicing and payables. Our digital invoicing and payables automation business seeks to streamline financial processes, reduce errors and fraud, unlock cost and labor efficiencies, and become a leading digital invoicing and payables platform for all of healthcare, agnostic of Enterprise Resource Planning system (ERP), GPO, or treasury partner.
Performance Services
Our Performance Services segment consists of our technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement, and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer, and life sciences markets.
Technology and Services Platform. With a broad provider network, advanced analytics, and the incorporation and desired expansion of AI-powered technology backed by our large dataset, we believe this platform has the ability to accelerate ingenuity in healthcare.
Our technology and services platform helps optimize performance in three main areas – clinical intelligence, margin improvement, and value-based care – using advanced analytics to identify improvement opportunities, consulting services for clinical and operational design, and workflow solutions to hardwire sustainable change.
Clinical intelligence solutions help drive greater clinical effectiveness and efficiency across the care continuum by surfacing analytics and peer benchmarking on hard-to-find, high-value quality improvement areas, helping providers improve care delivery; delivering real-time clinical surveillance to help providers drive faster, more informed decisions regarding patient safety, including ongoing infection prevention, antimicrobial stewardship, and reduction of hospital acquired conditions; using AI-enabled clinical decision support integrated into the provider workflow to support evidence-based decisions by providers at the point of care, and improve prior authorization automation; providing life sciences services through Applied Science for the development of research, real-world evidence, and clinical trials innovation for medical device, diagnostic, and pharmaceutical companies; and operating the 100 Top Hospitals® program, which is a program that creates a national benchmark to provide hospitals and health systems accurate context through which to view their performance. This program includes the 100 Top Collaborative, which works to develop quality, safety, and cost metrics with consistency and standardization. We believe participation in the 100 Top Collaborative better prepares providers to deal with evolving and uncertain healthcare reform requirements and differentiate on care delivery in their markets.
Margin improvement solutions help lower total costs and improve provider operating margins by surfacing analytics and peer benchmarking on hard-to-find, supply savings, and workforce management opportunities that lower costs without impacting quality; optimizing workforce management with integrated financial reporting and budgeting across the continuum of care; providing savings through an enterprise resource planning solution built specifically for healthcare; deploying consulting services to deliver clinically integrated, margin improvement transformation throughout a health system; and providing management services to insurance programs to assist United States hospital and healthcare system members with liability and benefits insurance services, along with risk management services to improve their quality, patient safety, and financial performance while lowering costs.
Value-based care solutions help health systems implement effective models of care to succeed in new, value-based payment arrangements by surfacing analytics and peer benchmarking to help identify hard-to-find, population-based improvement opportunities necessary to take financial risk and succeed in value-based care; optimizing and managing the physician enterprise to rationalize medical group investment via revenue enhancement, cost reduction strategies, and implementation of sustainable evidence-based practices; and participating in the Population Health Management, Bundled Payment, and Physician Enterprise Collaboratives for the opportunity to share value-based care and payment developmental strategies, programs, and best practices.
The data yielded through the technology and services platform is de-identified and aggregated in what we believe to be the nation’s leading comprehensive database, representing over 20 years of data from more than 1,000 hospitals spanning multiple therapeutic areas. A research team including clinicians, epidemiologists, health economists, health services
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researchers, statisticians, and other subject matter experts leverage the dataset to deliver real world evidence, in partnership with Life Science innovators. Studies, test methods, strategies, and tools created can promote the adoption and integration of evidence-based practices to help improve outcomes and the quality and effectiveness of care.
The Performance Services segment supports Premier’s long-term strategy to diversify revenue into adjacent markets, defined as non-traditional markets, penetrated by Premier’s businesses.
Pricing and Contracts
Supply Chain Services
GPO Programs:
Our GPO primarily generates revenue through administrative fees received from contracted suppliers for a percentage of the net negotiated purchase price of goods and services sold to members under negotiated supplier contracts. Pursuant to the terms of GPO participation agreements entered into by the members, our members currently receive revenue share based upon purchasing by such member’s owned, leased, managed, and affiliated facilities through our GPO supplier contracts.
Generally, our GPO participation agreements may not be terminated without penalty except for cause or in the event of a change of control of the GPO member. The GPO member can terminate the GPO participation agreement at the end of the then-current term by notifying Premier of the member’s decision not to renew. Our GPO participation agreements generally provide for liquidated damages in the event of a termination not otherwise permitted under the agreement.
In connection with our 2020 Restructuring, we extended the terms of a majority of our GPO participation agreements, and in recent years we have focused on renewing these agreements as they approach the end of the 2020 extensions. As of June 30, 2025, GPO member agreements representing approximately 20% of the gross administrative fees associated with the GPO member agreements that were extended in 2020 still need to be addressed. We expect to address the majority of these remaining member agreements in fiscal year 2026. Due to competitive market conditions, we have experienced, and expect to continue to experience requests to provide existing and prospective members increases in revenue share on incremental and/or overall purchasing volume.
Our GPO also generates revenue from suppliers associated with our performance groups.
Supply Chain Co-Management:
In our supply chain co-management activities, we earn revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed. Additionally, we have a select number of agreements with incentive fees, which are based generally on savings achievement and operational performance metrics.
Procure-to-Pay:
The main source of revenue for the procure-to-pay business consists of fees from healthcare suppliers and providers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced after services have been provided.
Performance Services
Performance Services revenue consists of revenue generated through our technology and services platform. The main sources of revenue under this platform are (i) subscription agreements to our SaaS-based clinical intelligence, margin improvement, and value-based care products, (ii) licensing revenue, (iii) professional fees for consulting services, and (iv) other miscellaneous revenue including data licenses, annual subscriptions to our performance improvement collaboratives, insurance services management fees, and commissions from endorsed commercial insurance programs.
SaaS-based clinical analytics products subscriptions include the right to access our proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care, and provider analytics. Pricing varies by application and size of the healthcare system. Clinical analytics products subscriptions are generally three- to five-year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member's data set in order to access and transfer member data into our hosted SaaS-
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based clinical analytics products. Implementation is generally 60 to 240 days following contract execution before the SaaS-based clinical analytics products can be fully utilized by the member.
Enterprise analytics licenses include term licenses that generally range from three to ten years and offer clinical analytics products, improvements in cost management, quality and safety, value-based care, and provider analytics. Pricing varies by application and size of healthcare system. Revenue on licensing is recognized upon delivery of the software code and revenue from hosting and maintenance is recognized ratably over the life of the contract.
Consulting services are provided under contracts whose terms vary according to the specific nature of each engagement. These services typically include general consulting, report-based consulting, managed services, and margin improvement initiatives. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees or member acceptance provisions, the transaction price is considered variable and is estimated and constrained. Fees are based either on the savings that are delivered or a fixed fee.
Other miscellaneous revenue generated through the technology and services platform includes revenue from data licenses which provide customers data from the healthcare database and is recognized upon delivery of the data; revenue from performance improvement collaboratives that support our offerings in cost management, quality and safety, and value-based care and is recognized over the service period as the services are provided, which is generally one to three years; and revenue through insurance services management fees, which are recognized in the period in which related services are provided, except for commissions from endorsed commercial insurance programs, which are earned by acting as an intermediary in the placement of effective insurance policies and are recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations.
Revenue Concentration
Our customers consist of our GPO suppliers and both GPO and non-GPO members that utilize our other products and services and other healthcare and non-healthcare businesses. Our top five customers accounted for 12% and 14% of our consolidated net revenues for the years ended June 30, 2025 and 2024, respectively. No customer generated more than 10% of our net revenue during each of the years ended June 30, 2025 and 2024.
Intellectual Property
We offer our members a range of products to which we have appropriate intellectual property rights, including online services, best practices content, databases, electronic tools, web-based applications, performance metrics, business methodologies, proprietary algorithms, software products, and consulting services deliverables. We own and control a variety of trade secrets, confidential information, trademarks, trade names, copyrights, domain names, and other intellectual property rights that, in the aggregate, are of material importance to our business.
We protect our intellectual property by relying on federal, state, and common law rights, as well as contractual arrangements. We are licensed to use certain technology and other intellectual property rights owned and controlled by others, and, similarly, other companies are licensed to use certain technology and other intellectual property rights owned and controlled by us.
Research and Development
Our research and development (“R&D”) expenditures primarily consist of our strategic investment in internally-developed software to develop new and enhance existing SaaS- and license-based products offerings and new product development in the areas of cost management, quality and safety, and value-based care. From time to time, we may experience fluctuations in our research and development expenditures across reportable periods due to the timing of our software development life cycles, with new product features and functionality, new technologies, and upgrades to our service offerings.
Information Technology and Cybersecurity Risk Management
We rely on digital technology to conduct our business operations and engage with our members and business partners. The technology we, our members, and business partners use grows more complex over time as do threats to our business operations from cyber intrusions, denial of service attacks, manipulation, and other cyber misconduct. Through a risk management approach that continually assesses and improves our Information Technology (IT) and cybersecurity threat deterrence capabilities, our Information Security and Risk Management groups have formed a functional collaboration to provide leadership and oversight when managing IT and cybersecurity risks.
Through a combination of Security, Governance, Risk, and Compliance (GRC) resources, we (i) proactively monitor IT controls to better ensure compliance with legal and regulatory requirements, (ii) assess adherence by third parties we partner
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with to ensure that the appropriate risk management standards are met, (iii) ensure essential business functions remain available during a business disruption, and (iv) continually develop and update response plans to address potential IT or cyber incidents should they occur. Our GRC resources are designed to prioritize IT and cybersecurity risks areas, identify solutions that minimize such risks, pursue optimal outcomes, and maintain compliance with contractual obligations. We also maintain an operational security function that has 24x7x365 response capabilities that triage potential incidents and triggers impact mitigation protocols. These capabilities allow us to apply best practices and reduce exposure in the case of a security incident. For more information regarding the risks associated with these matters, see “Item 1A. Risk Factors - We could suffer a loss of revenue and increased costs, exposure to material liability, reputational harm, and other serious negative consequences if we, our service providers or other suppliers, or our members or customers are subject to cyber-attacks or other data security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our members or customers, other third parties, patients or employees.” For more information on cybersecurity risk management matters, see Item 1C. Cybersecurity”
Competition
The markets for our products and services in both our Supply Chain Services segment and Performance Services segment are fragmented, highly competitive, and characterized by rapidly evolving technology and product standards, user needs, and the frequent introduction of new products and services. We have experienced and expect to continue to experience intense competition from a number of companies.
Our Supply Chain Services segment’s competitors primarily compete with our group purchasing, supply chain co-management, and procure-to-pay business.
•Our group purchasing business competes with other large traditional healthcare GPOs such as HealthTrust Purchasing Group (a subsidiary of HCA Holdings, Inc.), Managed Health Care Associates, Inc., and Vizient, Inc. In addition, we compete against certain healthcare provider-owned GPOs and online retailers in this segment.
•Our supply chain co-management business competes with organizations that provide supply chain outsourcing or embedded resources and supply chain transformation services, such as The Resource Group and CPS Solutions, LLC.
•Our procure-to-pay business competes with organizations such as Global Healthcare Exchange, LLC (GHX) for our digital invoicing product, Coupa Software Inc. and Taulia for our digital payables product, and tier one treasury banks (e.g., JPMorgan Chase and Co., Wells Fargo, Bank of America, etc.) as well as niche factoring companies for our financing solutions product.
Our Performance Services segment’s competitors compete with our technology and services platform.
•The primary competitors of our technology and services platform range from smaller niche companies to large, well-financed and technologically sophisticated entities. Our primary competitors include (i) information technology providers such as Veradigm, Inc. (f/k/a Allscripts Healthcare Solutions, Inc.), Epic Systems Corporation, Health Catalyst, Inc., IBM Corporation, Infor, Inc., Oracle Corporation, Arcadia Solutions, LLC, Vizient, Inc., and Innovaccer, Inc. and (ii) consulting and outsourcing firms such as Deloitte Consulting, Evolent Health, Inc., Huron Consulting, Inc., Guidehouse Consulting, Inc., Optum, Inc. (a subsidiary of UnitedHealth Group, Inc.), and Kaufman, Hall and Associates, LLC (a subsidiary of Vizient, Inc.).
With respect to our products and services across both segments, we compete on the basis of several factors, including price, breadth, depth and quality of product and service offerings, ability to deliver clinical, financial, and operational performance improvements through the use of products and services, quality and reliability of services, ease of use and convenience, brand recognition, and the ability to integrate services with existing technology.
Government Regulation
General
The healthcare industry is highly regulated by federal and state authorities and is subject to changing legal, political, economic, and regulatory influences. Factors such as changes in reimbursement policies for healthcare expenses, consolidation in the healthcare industry, and general economic conditions affect the purchasing practices, operations, and the financial health of healthcare organizations. In particular, changes in laws and regulations affecting the healthcare industry, such as increased regulation of the purchase and sale of medical products, or restrictions on permissible discounts and other financial arrangements, could require us to make unplanned and costly modifications to our products and services, and may result in delays or cancellations of orders or a reduction of funds and demand for our products and services.
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We are subject to numerous risks arising from governmental oversight and regulation. You should carefully review the following discussion and the risks discussed under “Item 1A. Risk Factors” for a more detailed discussion.
Affordable Care Act
The passage of the Patient Protection and Affordable Care Act (“ACA”) in 2010 aimed to expand access to affordable health insurance, control healthcare spending, and improve healthcare quality. The law included provisions to tie Medicare provider reimbursement to healthcare quality and incentives, mandatory compliance programs, enhanced transparency disclosure requirements, increased funding and initiatives to address fraud and abuse, and incentives to state Medicaid programs to promote community-based care as an alternative to institutional long-term care services. In addition, the law created an innovation center to test and scale new APMs and ACOs. These programs created fundamental changes in the delivery of healthcare.
Since its passage, the ACA has been subject to continued scrutiny and threats to repeal it in parts or in whole. Recent Congressional action has impacted several provisions of the ACA as it relates to Medicaid-expansion. While these changes do not directly impact us or areas that are core to our business, they do impact the financial stability of our members and other customers and therefore may have indirect impacts on us. Additional future changes may ultimately impact the provisions of the ACA or other laws or regulations that either currently affect, or may in the future affect, our business.
United States Food and Drug Administration Regulation
The United States Food and Drug Administration (“FDA”) has the authority to regulate products that meet the definition of a medical device under the Federal Food, Drug, and Cosmetic Act. To the extent that functionality or intended use in one or more of our current or future software products causes it to be regulated as a medical device under existing or future FDA laws or regulations, including the 21st Century Cures Act, which addresses, among other issues, the patient safety concerns generated by cybersecurity risks to medical devices and the interoperability between medical devices, we could be required to register these software product(s) with the FDA and undergo the applicable regulatory clearance or approval process, which may require us to conduct clinical trials. There is risk that the software product may not be authorized by the FDA or that we may not be able to market the software product during the FDA review process. In addition, registering a software product with the FDA can be a costly and timely endeavor creating additional regulatory scrutiny for the Company, as well as additional compliance requirements with FDA laws, regulations and guidance. Even after regulatory authorization, additional regulatory review may be required if a material change is made to a device.
Civil and Criminal Fraud, Waste, and Abuse Laws
We are subject to federal and state laws and regulations designed to protect patients, governmental healthcare programs, and private health plans from fraudulent and abusive activities. These laws include anti-kickback restrictions and laws prohibiting the submission of false or fraudulent claims. These laws are complex and broadly worded, and their application to our specific products, services, and relationships may not be clear and may be applied to our business in ways that we do not anticipate. Federal and state regulatory and law enforcement authorities have over time increased enforcement activities with respect to Medicare and Medicaid fraud, waste, and abuse regulations and other reimbursement laws and rules. These laws and regulations include:
Anti-Kickback Laws. The federal Anti-Kickback Statute prohibits the knowing and willful offer, payment, solicitation, or receipt of remuneration, directly or indirectly, in return for the referral of patients or arranging for the referral of patients, or in return for the recommendation, arrangement, purchase, lease, or order of items or services that are covered, in whole or in part, by a federal healthcare program such as Medicare or Medicaid. The definition of "remuneration" has been broadly interpreted to include anything of value such as gifts, discounts, rebates, waiver of payments, or providing anything at less than its fair market value. Many states have adopted similar prohibitions against kickbacks and other practices that are intended to influence the purchase, lease, or ordering of healthcare items and services regardless of whether the item or service is covered under a governmental health program or private health plan. Certain statutory and regulatory safe harbors exist that protect specified business arrangements from prosecution under the Anti-Kickback Statute if all elements of an applicable safe harbor are met, however these safe harbors are narrow and often difficult to comply with. Congress has appropriated an increasing amount of funds in recent years to support enforcement activities aimed at reducing healthcare fraud and abuse.
The United States Department of Health and Human Services, or HHS, created certain safe harbor regulations which, if fully complied with, assure parties to a particular arrangement covered by a safe harbor that they will not be prosecuted under the Anti-Kickback Statute with respect to such arrangement. We operate our group purchasing services, pricing discount arrangements with suppliers, and revenue share arrangements with applicable members in reliance on the safe harbor for GPOs set forth at 42 C.F.R. § 1001.952(j) and the discount safe harbor set forth at 42 C.F.R. § 1001.952(h). Although full compliance with the provisions of a safe harbor ensures against prosecution under the Anti-Kickback Statute, failure of a transaction or
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arrangement to fit within a safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the Anti-Kickback Statute will be pursued. From time to time, HHS, through its Office of Inspector General, makes formal and informal inquiries, conducts investigations, and audits the business practices of GPOs, including our GPO, the result of which could be new rules, regulations, or in some cases, a formal enforcement action.
To help ensure regulatory compliance with HHS rules and regulations, our members that report their costs to Medicare are required under the terms of the Premier Group Purchasing Policy to appropriately reflect all elements of value received in connection with our initial public offering (“IPO”), including under the various agreements entered into in connection therewith, on their cost reports. We are required to furnish applicable reports to such members setting forth the amount of such value, to assist their compliance with such cost reporting requirements. There can be no assurance that the HHS Office of Inspector General or the United States Department of Justice, or DOJ, will concur that these actions satisfy their applicable rules and regulations.
False Claims Act. Our business is also subject to numerous federal and state laws that forbid the submission or “causing the submission” of false or fraudulent information or the failure to disclose information in connection with the submission and payment of claims for reimbursement to Medicare, Medicaid, or other governmental healthcare programs or private health plans. In particular, the False Claims Act, or FCA, prohibits a person from knowingly presenting or causing to be presented a false or fraudulent claim for payment or approval by an officer, employee or agent of the United States. In addition, the FCA prohibits a person from knowingly making, using, or causing to be made or used a false record or statement material to such a claim. Violations of the FCA may result in treble damages, material monetary penalties, and other collateral consequences including, potentially, exclusion from participation in federally funded healthcare programs. A claim that includes items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA.
Privacy and Security Laws. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, contains substantial restrictions and requirements with respect to the use and disclosure of certain individually identifiable health information, referred to as “protected health information.” The HIPAA Privacy Rule prohibits a covered entity or a business associate (essentially, a third party engaged to assist a covered entity with enumerated operational and/or compliance functions) from using or disclosing protected health information unless the use or disclosure is validly authorized by the individual or is specifically required or permitted under the HIPAA Privacy Rule and only if certain complex requirements are met. In addition to following these complex requirements, covered entities and business associates must also meet additional compliance obligations set forth in the HIPAA Privacy Rule. The HIPAA Security Rule establishes administrative, organizational, physical, and technical safeguards to protect the confidentiality, integrity, and availability of electronic protected health information maintained or transmitted by covered entities and business associates. The HIPAA Security Rule requirements are intended to mandate that covered entities and business associates regularly re-assess the adequacy of their safeguards in light of changing and evolving security risks. Finally, the HIPAA Breach Notification Rule requires that covered entities and business associates, under certain circumstances, notify patients/beneficiaries, media outlets, and HHS when there has been an improper use or disclosure of protected health information.
Our self-funded health benefit plan for our employees and our healthcare provider members (provided that these members engage in HIPAA-defined standard electronic transactions with health plans, which will be all or the vast majority) are directly regulated by HIPAA as “covered entities.” Additionally, because most of our United States hospital members disclose protected health information to us so that we may use that information to provide certain data analytics, benchmarking, consulting, or other operational and compliance services to these members, we are a “business associate” of those members. In these cases, in order to provide members with services that involve the use or disclosure of protected health information, HIPAA requires us to enter into “business associate agreements” with our covered entity members. Such agreements must, among other things, provide adequate written assurances:
(i)as to how we will use and disclose the protected health information within certain allowable parameters established by HIPAA;
(ii)that we will implement reasonable and appropriate administrative, organizational, physical, and technical safeguards to protect such information from impermissible use or disclosure;
(iii)that we will enter into similar agreements with our subcontractors that have access to the information;
(iv)that we will report breaches of unsecured protected health information, security incidents, and other inappropriate uses or disclosures of the information; and
(v)that we will assist the covered entity with certain of its duties under HIPAA.
With the enactment of the Health Information Technology for Economic and Clinical Health, or HITECH Act, the privacy and security requirements of HIPAA were modified and expanded. The HITECH Act applies certain of the HIPAA privacy and security requirements directly to business associates of covered entities. Prior to this change, business associates had contractual
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obligations to covered entities but were not subject to direct enforcement by the federal government. In 2013, HHS released final rules implementing the HITECH Act changes to HIPAA. These amendments expanded the protection of protected health information by, among other things, imposing additional requirements on business associates, further restricting the disclosure of protected health information in certain cases where the covered entity or business associate is remunerated in return for making the transaction, and modifying the HIPAA Breach Notification Rule, which has been in effect since September 2009, to create a rebuttable presumption that an improper use or disclosure of protected health information under certain circumstances requires notice to affected patients/beneficiaries, media outlets and HHS.
Transaction Requirements. HIPAA also mandates format, data content, and provider identifier standards that must be used in certain electronic transactions, such as claims, payment advice, and eligibility inquiries. Although our systems are fully capable of transmitting transactions that comply with these requirements, some payers and healthcare clearinghouses with which we conduct business may interpret HIPAA transaction requirements differently than we do or may require us to use legacy formats or include legacy identifiers as they make the transition to full compliance. In cases where payers or healthcare clearinghouses require conformity with their interpretations or require us to accommodate legacy transactions or identifiers as a condition of successful transactions, we attempt to comply with their requirements, but may be subject to enforcement actions as a result. In 2009, CMS published a final rule adopting updated standard code sets for diagnoses and procedures known as ICD-10 code sets and changing the formats to be used for electronic transactions subject to the ICD-10 code sets, known as Version 5010. All healthcare providers are required to comply with Version 5010 and use the ICD-10 code sets.
Other Federal and State Laws. In addition to our obligations under HIPAA there are other federal laws that impose specific privacy and security obligations, above and beyond HIPAA, for certain types of health information and impose additional sanctions and penalties. These federal laws are not preempted by HIPAA. Most states have enacted patient and/or beneficiary confidentiality laws that protect against the disclosure of confidential medical information, and many states have adopted or are considering adopting further legislation in this area, including privacy safeguards, security standards, data security breach notification requirements, and special rules for so-called “sensitive” health information, such as mental health, genetic testing results, or Human Immunodeficiency Virus, or HIV, status. These state laws, if more stringent than HIPAA requirements, are not preempted by the federal requirements, and we are required to comply with them as well. Moreover, various states have passed consumer privacy laws, while other states have considered similar bills. While most of the data we access or use is governed by HIPAA and exempt from such state consumer privacy laws, various areas of the Company’s business and operations (such as marketing and human resources) may access or use data that may fall under one or more of the state consumer privacy laws.
We are unable to predict what changes to HIPAA or other federal or state laws or regulations might be made in the future or how those changes could affect our business or the associated costs of compliance.
Antitrust Laws
The Sherman Antitrust Act, Clayton Act, Robinson-Patman Act, and related federal and state antitrust laws are complex laws that prohibit contracts in restraint of trade or other activities that are designed to or that have the effect of reducing competition in markets. The federal antitrust laws promote fair competition in business and are intended to create a level playing field so that both small and large companies are able to compete in markets. In their 1996 Statements of Antitrust Enforcement Policy in Health Care, or the Healthcare Statements, the DOJ and the United States Federal Trade Commission (“FTC”), set forth guidelines specifically designed to help GPOs gauge whether a particular purchasing arrangement may raise antitrust concerns and established an antitrust safety zone for joint purchasing arrangements among healthcare providers.
In 2023, the DOJ and FTC withdrew the Healthcare Statements, stating that they were outdated and overly permissive and indicating that the agencies would provide future guidance through case-by-case enforcement. In the absence of current guidance, we have continued to attempt to structure our contracts and pricing arrangements in accordance with the Healthcare Statements and believe that our GPO supplier contracts and pricing discount arrangements should not be found to violate the antitrust laws. We cannot give any assurances that enforcement authorities will agree with this assessment. In addition, private parties also may bring suit for alleged violations under the United States antitrust laws. From time to time, the group purchasing industry comes under review by Congress and other governmental bodies with respect to antitrust laws, the scope of which includes, among other things, the relationships between GPOs and their members, distributors, manufacturers, and other suppliers, as well as the services performed and payments received in connection with GPO programs. Most recently, on February 14, 2024, the FTC and the United States Department of Health and Human Services issued a joint Request for Information (“RFI”) for submission of comments regarding the impact of GPOs and wholesale drug distributors on access to generic pharmaceuticals. The comment period for the RFI expired on May 30, 2024.
Congress, the DOJ, the FTC, or another state or federal entity could at any time open a new investigation of the group purchasing industry, or develop new rules, regulations, or laws governing the industry, that could adversely impact our ability to negotiate pricing arrangements with suppliers, increase reporting and documentation requirements, or otherwise require us to
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modify our arrangements in a manner that adversely impacts our business. We may also face private or government lawsuits alleging violations arising from the concerns articulated by these governmental factors or alleging violations based solely on concerns of individual private parties.
Health IT Certification Program
In 2009, Congress included in the American Recovery and Reinvestment Act a program to incentivize the adoption of health information technology by hospitals and ambulatory providers who participate in the Medicare and Medicaid programs. Congress further modified the incentive program for ambulatory providers under the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”). Any developer of health information technology seeking to offer a product to assist hospitals or ambulatory healthcare providers to meet the requirements of these programs must obtain certification under the applicable certification criteria established by the Office of the National Coordinator for Health Information Technology (“ONC”). There are two types of certifications for health information developers seeking to participate in the certification program: 1) certification to all the certification criteria required to meet the definition of a “2015 Edition Base EHR” or 2) certification as a Health IT Module, meeting specific certification criteria. Meeting the certification criteria as a “2015 Edition Base EHR” allows a developer of health information technology to offer a product that has all the capabilities needed for a hospital or an ambulatory provider to meet the requirements of the health IT incentive programs. A Health IT Module provides a specific set of capabilities. Hospitals or ambulatory providers seeking to avoid potential payment reductions must either implement a 2015 Base EHR using a single product, or multiple Health IT Modules that together have all of the capabilities of a 2015 Base EHR.
We currently have two products that are certified as Health IT Modules. To retain our certification, we must: 1) meet applicable conditions of certification and maintenance of certification requirements established by ONC; 2) pass testing conducted by an ONC-Authorized Testing Laboratory pursuant to test procedures developed by ONC; and 3) obtain certification from an ONC-Authorized Certification Body. ONC’s conditions of certification and maintenance of certification requirements include communication restrictions that largely prevent us from limiting our customer's ability to communicate about the usability, interoperability, security, or user experiences relating to our Health IT Modules. These regulations require us to review and modify current contract terms or inform customers that offending contract terms we previously entered into are no longer effective. We are also required to develop and execute a real-world testing plan, which would require us to demonstrate to our ONC-Authorized Certification Body that our Health IT Modules operate as designed when implemented in the field. Failure to properly implement these requirements could result in our two products losing their status as Health IT Modules, which could jeopardize the utility of the products for our customers. We work closely with our selected ONC-Authorized Testing Laboratory and ONC-Authorized Certification Body to meet these and other requirements of Health IT Certification Program. We are unable to predict what changes to the certification program might be made in the future or how those changes could affect our business or the associated costs of compliance.
ERISA and Other Laws Impacting Employer Group Health Plans
Many of the clients we serve sponsor employer group health plans, which are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Internal Revenue Code, the ACA, Medicare Secondary Payer statutes, HIPAA privacy, state insurance laws in some cases, and other laws and regulations governing group health plans. While compliance with these laws and regulations governing group health plans is the responsibility of the employer that sponsors the health plan, in some cases, the employer may delegate certain health plan functions to a vendor, such as us. We protect ourselves from liability for these client health plans by virtue of contractual provisions insulating us from exposure and responsibility for the employer-plan sponsor's legal obligations.
Governmental Audits
Because we act as a GPO for healthcare providers that participate in governmental programs, our group purchasing services have in the past and may again in the future be subject to periodic surveys and audits by governmental entities or contractors for compliance with Medicare and Medicaid standards and requirements. We are also subject to ordinary course audits by state and federal regulatory agencies regarding our general business operations. We will continue to respond to these government reviews and audits but cannot predict what the outcome of any future audits may be or whether the results of any audits could materially or negatively impact our business, our financial condition or results of operations.
Corporate Compliance Department
We execute and maintain a compliance and ethics program designed to assist management and our employees in conducting operations and activities ethically with the highest level of integrity and in compliance with applicable laws and regulations and, if violations occur, to promote early detection and prompt resolution to include disciplinary action. These objectives are achieved primarily through education and monitoring, but include other measures we believe to be appropriate. We provide all
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employees with education on our standards of conduct, compliance policies and procedures, as well as policies for monitoring, reporting, and responding to compliance issues. We also provide all of our employees with a third-party toll-free number and Internet website address to report any compliance or privacy concerns. In addition, our Chief Ethics & Compliance Officer individually, and along with the Audit and Compliance Committee of the Board of Directors (“Audit and Compliance Committee”), oversee compliance and ethics matters across our business operations.
Human Capital Management
Our employees are our most critical assets. The success and growth of our business depends on our ability to attract, reward, retain, and develop talented and high-performing employees at all levels of our organization, while sustaining an environment of anti-discrimination that ensures equal access to opportunities. To succeed in an ever-changing and competitive labor market, we have developed human capital management strategies, objectives, and measures that drive recruitment and retention, support business performance, advance innovation, foster employee development, and support our Mission — to improve the health of our communities, our Vision — to lead the transformation to high quality, cost effective healthcare, and our Values — integrity, passion for performance, innovation, and a focus on people.
Our Mission, Vision, and Values, together with our human capital strategies, objectives, and measures, form a framework advanced through the following programs and initiatives:
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Support Employees’ Financial, Health, and Social Well-Being •Competitive, reasonable, and equitable compensation programs designed to align pay and performance and attract and retain employees who are passionate about our mission and exemplify our values. •Annual and long-term incentives designed to drive business and individual achievement. •Comprehensive, competitive, and innovative health and welfare and retirement benefits to support our employees’ physical, mental, and financial health. •Employee Stock Purchase Plan and equity compensation to provide financial value, align employees’ interests with those of our shareholders, and drive talent retention. •Innovative programs to support all aspects of employee well-being, including physical, emotional, financial, and social health. •Generous and flexible time off programs. •Social Responsibility Programs including paid Annual Volunteer Afternoon, volunteering hours, and matching gifts to encourage and support giving back to the communities in which we serve. •Flexible work environments - including remote and hybrid work options where possible - and enabled technology to enhance employee experience and connectedness in both virtual and in-person settings. Recognize Employees’ Performance and Contributions •Premier Individual and Team Values Awards to recognize employees who best exemplify Premier’s core values. •Susan D. DeVore President’s Award to recognize the significant career accomplishments of select employees. •Shirley T. Wang Wellness Warrior Award to recognize employees’ commitment to and passion for well-being. •Values in Action online portal to encourage employees in real time to publicly recognize and reward their peers for performance, innovation, focus on people, and integrity. | Promote a Positive and Collaborative Workplace •Continuous listening strategies including semi-annual People First employee engagement survey to seek feedback on a variety of topics to continuously improve our human resources programs, practices, and employee experience. •Regular and ongoing review of compensation fairness and competitiveness. •Mentoring and networking programs. •Recruiting outreach to drive representation within our communities. Create Opportunities to Grow and Develop •Comprehensive, technology-enabled learning and development programs to foster connections, leadership competency, and team and individual development. •Learning offerings that support employees at all levels develop in skills, competencies, leadership development, and innovation. •Leadership and Management development programs. •Performance Management program, including formal semi-annual performance feedback conversations to drive high performance and reward excellence. •Enterprise talent planning and career pathing. •Tuition reimbursement program to support continuing education. | ||||
Company Recognition •World’s Most Ethical Company by the Ethisphere Institute for the 18th consecutive year. •Forbes: America’s Best Management Consulting Firms 2024 and 2025 •Best in KLAs Value Based Consulting 2024 •United States News & World Report, Best Companies to Work For (2023, 2024 & 2025) •Inducted into Healthiest Employers Hall of Fame in 2023 •2024 Healthiest Employers of Charlotte by Charlotte Business Journal (1st place), 9th consecutive year in top 3 •2023 Healthiest 100 Workplaces in America (21st place) •2023 Cigna Well-Being Award (Gold Level) •Charlotte Business Journal Power 100 DEI Leaders, 2023 | |||||
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Employees
As of June 30, 2025, we employed approximately 2,700 people, all in the United States. We also engage contractors and consultants. Additionally, we regularly track and report internally on key talent metrics including workforce demographics, talent pipeline, and the engagement of our employees. None of our employees are working under a collective bargaining arrangement.
We conduct sales through our embedded commercial account management team, our dedicated national business development and solution sales teams, our Premier consultants, and other various sales teams, collectively comprised of over 500 employees as of June 30, 2025.
Our commercial account management team works closely with our United States hospital members and other members to target new opportunities by developing strategic and operational plans to drive cost management and quality and safety improvement initiatives. As of June 30, 2025, this team is deployed within three geographic zones and several strategic/affinity members across the United States.
Our national business development and solution sales teams provide national, regional, and product specific sales coverage for establishing initial member relationships and works with our commercial account management team to increase sales to existing members.
Our Premier consulting team identifies and targets consulting engagements and wrap-around services for our major SaaS-based clinical analytics products and our GPO to enhance the member value from these programs.
Available Information
We file or furnish, as applicable, annual, quarterly, and current reports, proxy statements, and other information with the SEC. You may access these reports and other information without charge at a website maintained by the SEC. The address of this site is https://www.sec.gov. In addition, our website address is www.premierinc.com. We make available through our website the documents identified above, free of charge, promptly after we electronically file such material with, or furnish it to, the SEC.
We also provide information about our company through: X, formerly known as Twitter, (https://x.com/premierha), Facebook (https://www.facebook.com/premierhealthcarealliance), LinkedIn (https://www.linkedin.com/company/premierinc/), YouTube (https://www.youtube.com/user/premieralliance), and Instagram (https://instagram.com/premierha).
Except as specifically indicated otherwise, the information available on our website, the SEC’s website and the social media outlets identified above, is not and shall not be deemed a part of this Annual Report.
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Item 1A. Risk Factors
Our business, operations, and financial position are subject to various risks. Before making an investment in our Class A common stock or other securities we may have outstanding from time to time, you should carefully consider the following risks, as well as the other information contained in this Annual Report. Any of the risks described below could materially harm our business, financial condition, results of operations and prospects, and as a result, the value of an investment in our Class A common stock or other securities we may have outstanding from time to time could decline, and you may lose part or all of such investment value. This section does not describe all risks that are or may become applicable to us, our industry or our business, and it is intended only as a summary of certain material risk factors. Some statements in this Annual Report, including certain statements in the following risk factors, constitute forward-looking statements. See the section titled “Cautionary Note Regarding Forward-Looking Statements” for a discussion of such statements and their limitations. More detailed information concerning other risks or uncertainties we face, as well as the risk factors described below, is contained in other sections of this Annual Report.
Risk Factors Summary
The following is a summary of the risk factors that could adversely affect our Company and the value of an investment in our Company’s securities.
Risks Related to our Business Operations
•We face risks related to competition and consolidation in the healthcare industry.
•We may not be able to maintain or add new members for our group purchasing organization (“GPO”) programs which will depend in part on competitive pressure to increase the share of administrative fees we receive from GPO suppliers that we pay to members. This competitive pressure has resulted in material increases in our average revenue share obligations in fiscal year 2025 and prior fiscal years, and we expect to continue to see material increases in our average revenue share obligations to members, particularly as we continue to renew GPO participation agreements.
•We may experience delays recognizing or increasing revenue if the sales cycle or implementation period takes longer than expected.
•We face risks to our business if members of our GPO programs reduce activity levels, terminate or elect not to renew their contracts on substantially similar terms or at all.
•We face the risks that the markets for our software as a service (“SaaS”) or licensed-based analytics products and services may develop more slowly than we expect, and that we may experience volatility in our revenues due to fluctuations in customer demand for SaaS-based product subscriptions or license-based analytics products.
•Our members are highly dependent on payments from third-party payers, such as Medicare and Medicaid, the denial or reduction of which could adversely affect demand for our products and services.
•Our growth may be affected by our ability to offer new and innovative products and services, including those incorporating artificial intelligence, as well as our ability to maintain third-party provider and strategic alliances or enter into new alliances.
•We face risks and expenses related to future acquisition opportunities and integration of acquisitions, as well as risks associated with non-controlling investments in other businesses or joint ventures.
•We rely on Internet infrastructure, bandwidth providers, data center providers and other third parties and face risks related to data loss or corruption and cyber-attacks or other data security breaches.
•We depend on our ability to use, disclose, de-identify or license data and to integrate third-party technologies.
•We face risks related to our use of “open source” software.
•We face risks associated with our growing dependence on and need to invest in artificial intelligence technologies; and also risks associated with the integration of these technologies with our products and services because of the emerging nature of these technologies and the evolving legal and regulatory framework relating to their use.
•We depend on our ability to attract, hire, integrate and retain key personnel.
•We have risks to our business operations due to continuing uncertain economic conditions, including but not limited to inflation, tariffs, and recessionary fears, which could impair our ability to forecast and may harm our business, operating results, including our revenue growth and profitability, financial condition and cash flows.
•We may face financial and operational uncertainty due to global macroeconomic, geopolitical and business conditions, trends and events, including inflation, generally, and the impact of any associated supply chain challenges.
•We may be adversely affected by global climate change or by regulatory responses to such change.
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Risks Related to Healthcare, Health Information Technology and Data Privacy Laws and Regulations
•We are subject to changes and uncertainty in the legal, political, economic and regulatory environment affecting healthcare organizations, including due to Presidential executive orders.
•We must comply with complex international, federal and state laws and regulations governing financial relationships among healthcare providers and the submission of false or fraudulent healthcare claims, antitrust and employee benefit laws and regulations and privacy, security and breach notification laws.
•We are and may continue to be subject to regulation for certain of our software products regarding health information technology and medical devices.
Legal and Tax-Related Risks
•We are subject to litigation from time to time.
•Our business depends on our ability to adequately protect our intellectual property; and we could be subject to potential claims of intellectual property infringement or misappropriation by third parties.
•We face tax risks, including potential gross receipts, sales and use, franchise and income tax liability in certain jurisdictions, potential future changes in tax laws and potential material tax disputes.
Risks Related to our Corporate Structure
•We may not realize all of the expected tax benefits corresponding to the termination of our prior Tax Receivable Agreement and the payments we made under our Unit Exchange and Tax Receivable Acceleration Agreements entered into in connection therewith.
•Provisions in our certificate of incorporation and bylaws and provisions of Delaware law may impede or prevent strategic transactions, including a takeover of the company.
Risks Related to our Capital Structure, Liquidity and Class A Common Stock
•We face risks related to our current and future indebtedness, including our existing credit facility.
•We face risks due to fluctuations in our quarterly operating results.
•The trading price and volume of our Class A common stock are subject to the risk of significant fluctuations due to various factors, including fluctuations in our operating performance and also legal and regulatory, economic, geopolitical, market, industry and other factors unrelated to our operating performance.
•We could experience adverse consequences if we fail to maintain an effective system of internal controls over financial reporting and remediate any material weaknesses and significant deficiencies identified.
•We face risks related to our Class A common stock, including potentially dilutive issuances and uncertainty regarding future dividend payments and stock repurchases.
For a more complete discussion of the material risks facing our business, see below.
Risks Related to Our Business Operations
We face intense competition, which could limit our ability to maintain or expand market share within our industry and harm our business and operating results.
The market for products and services in each of our operating segments is fragmented, intensely competitive and characterized by rapidly evolving technology and product standards, dynamic user needs and the frequent introduction of new products and services. We face intense competition from a number of companies, including the companies listed under “Item 1 - Business - Competition.”
The primary competitors for our Supply Chain Services segment compete with our group purchasing and supply chain co-management activities and our procure-to-pay business. Our group purchasing business competes with other large traditional healthcare GPOs, including in certain cases GPOs owned by healthcare providers and online retailers. Our supply chain co-management business competes with organizations that provide supply chain outsourcing or embedded resources and supply chain transformations services. Our procure-to-pay business competes primarily with smaller niche companies and larger technology companies and/or financial institutions.
The competitors in our Performance Services segment compete with our technology and services platform that helps optimize performance in clinical intelligence, margin improvement, and value-based care. The primary competitors of this operating segment range from smaller niche companies to large, well-financed and technologically sophisticated entities, and include information technology providers and consulting and outsourcing firms.
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With respect to our products and services in both operating segments, we compete based on several factors, including breadth, depth and quality of our product and service offerings, ability to deliver clinical, financial and operational performance improvement through the use of our products and services, quality and reliability of services, ease of use and convenience, brand recognition and the ability to integrate services with existing technology. Some of our current and potential competitors have larger scale, benefit from greater name recognition, and have substantially greater financial, technical and marketing resources. Other of our competitors have proprietary technology that differentiates their product and service offerings from our offerings. As a result of these competitive advantages, our current and potential competitors may be able to respond more quickly to market forces, have broader scale in marketing their products and services, and make more attractive offers to our current members and other customers and potential new members and other customers.
We also compete based on price in both of our operating segments. We are subject to pricing pressures as a result of, among other things, competition within the industry, consolidation of healthcare industry participants, practices of managed care organizations, changes in laws and regulations applicable to our business operations, government action affecting reimbursement, financial stress experienced by our members and other customers, and increased revenue share obligations to members. In our Supply Chain Services segment, we believe that some of our GPO competitors may offer higher revenue share arrangements to some of their customers compared to our average arrangements. Competitive pressure has recently resulted in increases in our average revenue share obligations, and we expect to continue to see material increases in our average revenue share obligations to members, particularly as we continue to renew GPO participation agreements that were extended at the time of our August 2020 Restructuring. As of June 30, 2025, GPO member agreements representing approximately 20% of the gross administrative fees associated with the GPO member agreements that were extended in 2020 still need to be addressed. We expect to address the majority of these remaining member agreements in fiscal year 2026. We similarly expect that competitive pressure on revenue share may result in us entering into arrangements with members that undergo a change of control that triggers a termination right, or new GPO members that join our GPO programs, which increase our average revenue share obligations. Material increases in revenue share obligations could adversely affect our business, financial condition and results of operations. In this competitive environment, we have experienced GPO member terminations during existing contractual periods, and we may not be able to retain our current GPO members or expand our member base on favorable terms or at all. The failure to retain and expand our GPO member base may adversely affect our business, financial condition and results of operations. Furthermore, if pricing of our other products and services experiences material downward pressure, our business will be less profitable, and our results of operations will be materially, adversely affected.
Furthermore, our Performance Services business also competes on features and functionality of the solutions we offer through our technology and services platform for optimizing performance.
Moreover, we expect that competition will continue to increase as a result of consolidation in both the healthcare information technology and healthcare services industries. If one or more of our competitors or potential competitors were to merge or partner with another of our competitors, or if new competitors were to enter the healthcare space, the change in the competitive landscape could also adversely affect our ability to compete effectively and could materially harm our business, financial condition, and results of operations.
Consolidation in the healthcare industry could have a material adverse effect on our business, financial condition and results of operations.
Many healthcare industry participants are consolidating to create larger and more integrated healthcare delivery systems with greater market power. We expect legal, regulatory and economic conditions to lead to additional consolidation in the healthcare industry in the future. As consolidation accelerates, the economies of scale of our members’ organizations may grow. If a member experiences sizable growth following consolidation, it may determine that it no longer needs to rely on us and may reduce its demand for our products and services. Some of these large and growing healthcare systems and continuum of care providers may choose to contract directly with suppliers for certain supply categories, and some suppliers may seek to contract directly with the healthcare providers rather than with GPOs such as ours. In connection with any consolidation, our members may move their business to another GPO, particularly when the acquiring hospital or health system is a member of a competing GPO or where the post-acquisition management of our member is aligned or has an existing relationship with a competing GPO. In addition, as healthcare providers consolidate to create larger and more integrated healthcare delivery systems with greater market power, these providers have in the past tried and may in the future try to use their market power to negotiate materially increased revenue share obligations and fee reductions for our products and services across both of our business segments. Finally, consolidation may also result in the acquisition or future development by our members of products and services that compete with our products and services. Any of these potential results of consolidation could have a material adverse effect on our business, financial condition, and results of operations.
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We may experience material delays in recognizing revenue or increasing revenue if the sales cycle or implementation period with potential new members or customers takes longer than anticipated.
A key element of our strategy is to market the various products and services in our Supply Chain Services and Performance Services segments directly to healthcare providers and to increase the number of our products and services utilized by existing members and other customers. The evaluation and purchasing process is often lengthy and involves material technical evaluation and commitment of personnel by these organizations. Further, the evaluation process depends on a number of factors, many of which we may not be able to control, including potential new members’ and other customers’ internal approval processes, budgetary constraints for technology spending, member concerns about implementing new procurement methods and strategies and other timing effects. In addition, the contract or software implementation process for new products or services can take six months or more and, accordingly, delay our ability to recognize revenue from the sale of such products or services. Any extended or delayed implementation cycle in connection with the sale of additional products and services to existing or new members or customers could have a material adverse effect on our business, financial condition and results of operations.
The revenue and cash flows under some of our agreements is “at risk” because it is subject to our meeting certain specified performance commitments; these provisions could delay or prevent altogether our recognition of revenue from these agreements or decrease our cash flows, and if we fail to meet our performance commitments we may need to reverse prior revenue recognition.
We have in the past and expect in the future to enter into “at risk” agreements as we seek to grow our business. At risk agreements typically provide for specific financial or other consequences if we do not meet performance milestones specified in the agreements. Our at risk agreements include, for example: Agreements with certain of our GPO members with savings guarantees, whereby we have committed to implement a specific savings amount for certain members as a result of participating in our GPO; and consulting agreements with certain of our Supply Chain Services and Performance Services customers that include commitments to achieve a specific savings amount from the use of our services. While using at risk agreements may help us grow our business, our failure to meet the performance commitments included in these agreements would lead to a loss in revenue or have a negative impact to cash flows and could have a material adverse effect on our business, financial condition, and results of operation. We carefully manage the level of at risk business that we enter into, however we have increased our use of at risk agreements to help grow our business. Although to date we have not experienced any failure under these agreements in meeting our performance commitments set forth in these agreements that has materially affected our operating results, there can be no assurance that the use of at risk agreements will not adversely affect our revenue, revenue growth, and cash flows or have a material adverse effect on our business, financial condition and results of operations in the future.
We are required to use estimates to evaluate at risk agreements. In the case of at risk GPO agreements, these estimates are based on our historical experience in meeting our at risk savings commitments. In the case of at risk consulting agreements, these estimates are based on a number of inputs from management regarding project timing, milestone and goal achievement and expected completion dates. We base these estimates on historical experience, however, we cannot provide assurance that the estimates and the assumptions underlying them will be correct. As a result, if our estimates are incorrect and we consequently fail to meet the performance commitments, we could experience a delay in revenue recognition, we could experience a loss in revenues and revenue reversals resulting in out-of-period revenue adjustments, or we could experience a negative impact to cash flows. Lastly, any unanticipated change in accounting standards that impact revenue recognition for at risk agreements could potentially adversely affect our revenue, revenue growth, or cash flows and therefore have a material adverse effect on our business, financial condition, and results of operations.
If members of our GPO programs reduce activity levels or terminate or elect not to renew their contracts, our revenue and results of operations may decrease materially.
Although we have GPO participation agreements with most of our GPO members, these agreements may generally be terminated for cause or in the event of a change of control of the GPO member. In addition, the GPO member can terminate the GPO participation agreement at the end of the then-current term by notifying us of the member’s decision not to renew. There can be no assurance that our GPO members will extend or renew their GPO participation agreements on the same or similar economic terms at the end of the term of the agreement, or at all, or that the GPO members will not terminate their GPO participation agreements for cause or due to a change of control of the GPO member. Similarly, there can be no assurance that GPO members will not seek to terminate their GPO participation agreements in the absence of any express right to do so, and if this occurs our remedies may not fully compensate us for the corresponding loss of revenues. Failure of our GPO members to maintain, extend or renew their GPO participation agreements on the same or similar economic terms, or at all, may have a material adverse impact on our business, financial condition and results of operations.
Our success in retaining member participation in our GPO programs depends upon our reputation, strong relationships with GPO members and our ability to deliver consistent, reliable and high-quality products and services, and a failure in any of these areas may result in the loss of GPO members. We believe that some of our GPO competitors offer higher revenue share
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arrangements to some of their customers compared to our average arrangements. Our ability to retain and expand participation in our GPO programs depends upon our ability to provide overall value to GPO members, including competitive revenue share arrangements, in an economically competitive environment. Competitive pressure has resulted in increases in our average revenue share obligations, and we expect to continue to see material increases in our average revenue share obligations to members, particularly as we continue to renew additional GPO participation agreements that were extended at the time of our August 2020 Restructuring. As of June 30, 2025, GPO member agreements representing approximately 20% of the gross administrative fees associated with the GPO member agreements that were extended in 2020 still need to be addressed. We expect to address the majority of these remaining member agreements in fiscal year 2026. In addition, GPO members may seek to modify or elect not to renew their contracts due to factors that are beyond our control and are unrelated to our performance, including a change of control of the GPO member, changes in their strategies, competitive analysis or business plans, changes in their supply chain personnel or management, or economic conditions in general. When contracts are modified or not renewed for any reason, the lost future revenue associated with such contracts could have a material adverse effect on our financial condition and results of operations.
Historically, we have enjoyed a strong strategic alignment with our GPO members, in many cases as a result of such GPO members being significant equity owners of our company. Any material reduction in our GPO member-owners’ equity holdings in us could result in reduced alignment between us and such former member-owners, which may make it more difficult to retain these GPO members or to ensure that they extend or renew their GPO participation agreements on the same or similar economic terms, or at all, the failure of which may have a material adverse impact on our business, financial condition and results of operations.
We rely on the administrative fees we receive from our GPO suppliers, and the failure to maintain contracts with these GPO suppliers could have a generally negative effect on our relationships with our members and could adversely affect our business, financial condition and results of operations.
Historically, we have derived a substantial amount of our revenue from the administrative fees that we receive from our GPO suppliers. We maintain contractual relationships with these suppliers, which provide products and services to our members at reduced costs and which pay us administrative fees based on the dollars spent by our members for such products and services. Our contracts with these GPO suppliers generally may be terminated upon 90 days’ notice. A termination of any relationship or agreement with a GPO supplier would result in the loss of administrative fees pursuant to our arrangement with that supplier, which could adversely affect our business, financial condition and results of operations. In addition, if we lose a relationship with a GPO supplier, we may not be able to negotiate similar arrangements for our members with other suppliers on the same terms and conditions or at all, which could damage our reputation with our members and adversely affect our ability to maintain our member agreements or expand our membership base and could have a material adverse effect on our business, financial condition and results of operations.
In addition, the United States Centers for Medicare and Medicaid Services, or CMS, which administers the Medicare and federal aspects of state Medicaid programs, has issued complex rules requiring pharmaceutical manufacturers to calculate and report drug pricing for multiple purposes, including the limiting of reimbursement for certain drugs. These rules generally provide that administrative fees paid by pharmaceutical manufacturers to GPOs do not reduce the drug pricing calculation to the extent that such fees meet CMS’ “bona fide service fee” definition. There can be no assurance that CMS will continue to allow this exclusion of GPO administrative fees from the pricing calculation, and a change could negatively affect the willingness of pharmaceutical manufacturers to pay administrative fees to us, which could have a material adverse effect on our member retention, business, financial condition and results of operations.
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We derive a material portion of our revenues from our largest GPO program members, and the loss of one or more of these members or a number of smaller members could materially and adversely affect our business, financial condition and results of operations.
We derive revenues indirectly from GPO program members as a result of their GPO program purchases from our contracted suppliers, which generate fee share payments to us from the relevant suppliers, and directly from GPO program members in the form of fees paid by the members to us for other services, including consulting services and our technology and services platform. Based on these revenue sources, our top five GPO program members accounted for approximately 7% and 9% of our consolidated net revenues for the fiscal years ended June 30, 2025 and 2024. The loss of material member or a number of smaller members that participate in our GPO programs, material changes in revenue share or other economic terms we have with any member or members, have in the past and could in the future materially and adversely affect our business, financial condition and results of operations.
The markets for our SaaS-based product subscriptions and licensed-based products and services may develop more slowly than we expect, and we may experience fluctuations in customer demand for SaaS-based products or license-based products, which could adversely affect our revenue, growth rates and our ability to maintain or increase our profitability.
Our Performance Services segment generates revenue from both SaaS-based products subscriptions and term enterprise analytics licenses for our analytics products, and the growth and profitability of our Performance Services segment depends on our ability to grow revenue from both of these types of products and services. Generally, SaaS-based transactions generate subscription fees revenue over the term of the contract, whereas revenue from licensed-based transactions is recognized upon delivery of the software code and revenue from maintenance and hosting fees is recognized over the term of the contract. Fluctuating customer demand for SaaS-based and licensed-based transactions, including the mix of SaaS-based and licensed-based transactions, can therefore result in material volatility of our revenue, growth rates and profitability in any given quarter or year. Some customers have elected to enter into licensed-based transactions instead of renewing SaaS-based transactions, and similarly some customers have elected to enter into SaaS-based transactions instead of renewing enterprise licenses, and the timing and pricing of these conversions can contribute to this volatility. In addition, many companies have invested substantial resources to integrate established enterprise software into their businesses and therefore may be unwilling to switch to our products and services, and some companies may have concerns regarding the risks associated with the security and reliability of the technology delivery model associated with these products and services. If companies do not perceive the benefits of our SaaS-based products and licensed-based products and services, or have concerns regarding security or reliability, then the market for these products and services may not expand as much or develop as quickly as we expect, which would materially adversely affect our business, financial condition and results of operations.
Our members and other customers are highly dependent on payments from third-party healthcare payers, including Medicare, Medicaid and other government-sponsored programs, and reductions or changes in third-party reimbursement could adversely affect these members and other customers and consequently our business.
Our members and other customers derive a substantial portion of their revenue from third-party private and governmental payers, including Medicare, Medicaid and other government sponsored programs. Our sales and profitability depend, in part, on the extent to which coverage of and reimbursement for our products and services our members and other customers purchase or otherwise obtain through us is available to our members and other customers from governmental health programs, private health insurers, managed care plans and other third-party payers. These third-party payers are increasingly using their bargaining power to secure discounted reimbursement rates and may impose other requirements that adversely affect our members and other customers’ ability to obtain adequate reimbursement for our products and services. If third-party payers do not approve our products and services for reimbursement or fail to reimburse for them adequately, our members and other customers may suffer adverse financial consequences which, in turn, may reduce the demand for and ability to purchase our products or services.
In addition, government actions or changes in laws or regulations could limit government spending generally for the Medicare and Medicaid programs, limit payments to healthcare providers and increase emphasis on financially accountable payment programs such as accountable care organizations, and bundled payments and capitated primary care. In January 2025, the Trump administration began issuing executive orders identifying new government policies and priorities and directing United States federal agencies to evaluate their current actions, including certain spending, to ensure that such actions are consistent with new administrative priorities. Some of those executive orders are the subject of pending litigation, and there remains significant uncertainty about how agencies will implement the new executive orders. In addition, recently passed legislation known as the One Big Beautiful Bill Act is estimated to reduce Medicaid expenditures by almost $1 trillion over the next 10 years starting in December 2026. These reductions are expected to result in many individuals losing coverage, thereby placing additional financial pressure on our members and other customers. Additional changes in healthcare laws, regulations, or policies could potentially lead to reduced federal funding to our members and other customers and reduced reimbursement rates
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for products purchased by our members and other customers. This environment is creating the risk for potential changes impacting our members and other customers that could cause a material adverse effect on our business, financial condition and results of operations and financial performance.
If we are unable to maintain or enter into new strategic relationships with other companies, we may be unable to grow our business.
Our business strategy includes entering into and maintaining strategic collaborations, alliances, partnerships and other affiliations with other companies. These companies may pursue relationships with our competitors, develop or acquire products and services that compete with our products and services, experience financial difficulties, be acquired by one of our competitors or another third party or exit the healthcare industry, any of which may adversely affect our relationship with them. In addition, agreements with these companies may allow them to terminate their relationships with us for any reason with limited or no notice. If existing strategic relationships with other companies are adversely impacted or are terminated or if we are unable to enter into new strategic relationships necessary for our business, we may be unable to maintain or increase our industry presence or effectively execute our business strategy.
If we are not able to timely offer new and innovative products and services, we may not remain competitive and our revenue and results of operations may suffer.
Our success depends on providing products and services within our Supply Chain Services and Performance Services segments that members and other customers use to improve clinical, financial and operational performance. Information technology providers and other competitors are incorporating enhanced analytical tools and functionality and otherwise developing products and services that may become viewed as more efficient or appealing to our members or other customers. If we cannot adapt to rapidly evolving industry standards, technology capabilities (including artificial intelligence), and member and other customers’ needs, including changing regulations and provider reimbursement policies, we may fail to meet our current and potential new members’ and other customers’ requirements and our technology, products or service offerings could become obsolete. We must continue to invest material resources in technology development or acquisitions in order to enhance our existing products and services, maintain or improve our product category rankings and introduce new high-quality products and services that current and potential new members and other customers will want. If our enhanced existing or new products and services are not responsive to the needs of our current or potential new members and other customers, are not appropriately timed with market opportunity or are not effectively brought to market, we may lose existing members or customers and be unable to obtain new members and other customers, which could have a material adverse effect on our business, financial condition or results of operations.
Our acquisition activities could result in operating difficulties, dilution, unrecoverable costs and other negative consequences, any of which may adversely affect our financial condition and results of operations.
Our business strategy includes growth through acquisitions of additional businesses and assets. Future acquisitions may not be completed on preferred terms and acquired assets or businesses may not be successfully integrated into our operations or provide anticipated financial or operational benefits. Any acquisitions we complete will involve risks commonly encountered in acquisitions of businesses or assets. Such risks include, among other things:
•failing to integrate the operations and personnel of the acquired businesses in an efficient, timely manner;
•failure of a selling party to produce all material information during the pre-acquisition due diligence process, or to meet their obligations under post-acquisition agreements;
•potential liabilities of or claims against an acquired company or its assets, some of which may not become known until after the acquisition;
•an acquired company’s lack of compliance with applicable laws and governmental rules and regulations, and the related costs and expenses necessary to bring such company into compliance;
•an acquired company’s general information technology controls or their legacy third-party providers may not be sufficient to prevent unauthorized access or transactions, cyber-attacks or other data security breaches;
•managing the potential disruption to our ongoing business;
•distracting management focus from our existing core businesses;
•encountering difficulties in identifying and acquiring products, technologies, or businesses that will help us execute our business strategy;
•entering new markets in which we have little to no experience;
•impairing relationships with employees, members and other customers, and strategic partners;
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•failing to implement or remediate controls, procedures and policies appropriate for a public company at acquired companies lacking such financial, disclosure or other controls, procedures and policies, potentially resulting in a material weakness in our internal controls over financial reporting;
•unanticipated changes in market or industry practices that adversely affect our strategic and financial expectations of an acquired company, assets or business and require us to write-off or dispose of such acquired company, assets, or business;
•the amortization of purchased intangible assets;
•incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets due to the failure of certain acquisitions to realize expected benefits; and
•diluting the share value and voting power of existing stockholders.
In addition, anticipated benefits of our previous and future acquisitions may not materialize. Future acquisitions or dispositions of under-performing businesses could result in the incurrence of debt, material exit costs, contingent liabilities or amortization expenses, impairments or write-offs of goodwill and other intangible assets, any of which could harm our business, financial condition and results of operations. For example, during fiscal year 2024, our Contigo Health reporting unit reported impairment losses primarily as a result of our acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. In addition, expenses associated with potential acquisitions, including, among others, due diligence costs, legal, accounting, technology and financial advisory fees, travel and internal resources utilization, can be material. These expenses may be incurred regardless of whether any potential acquisition is completed. In instances where acquisitions are not ultimately completed, these expenses typically cannot be recovered or offset by the anticipated financial benefits of a successful acquisition. As we pursue our business strategy and evaluate opportunities, these expenses may adversely affect our results of operations and earnings per share.
We have recorded, and may record in the future, goodwill and intangible and other long-lived assets as a result of acquisitions and other investments, and changes in future business conditions could cause investments to become impaired and require substantial write-downs that would reduce our operating income.
We evaluate the recoverability of recorded goodwill and intangible and other long-lived asset amounts annually, or when impairment indicators are present, which could require an interim impairment test. The impairment test is based on several factors requiring management estimates, judgments and assumptions. We have experienced impairment charges in recent fiscal years, including an impairment charge of $140.1 million in fiscal year 2024 for our Contigo Health reporting unit and an impairment charge of $126.8 million in fiscal year 2025 for our Information and Technology Services reporting unit (see Note 9 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further information). Additional future impairment could result from, among other things, deterioration in the performance of our business or product lines, adverse market conditions and changes in the competitive landscape and a variety of other circumstances. The amount of any impairment is recorded as a charge to our statement of operations. We may never realize the full value of our goodwill and intangible and other long-lived assets, and any determination requiring the write-off of a significant portion of these assets may have an adverse effect on our financial condition and results of operations. Due to continual changes in business and market conditions, we cannot predict whether, and to what extent, our goodwill and intangible and other long-lived assets may be impaired in future periods. Our operating results may be negatively impacted by both the impairment and the underlying business circumstances or trends that triggers the impairment.
Our business and growth strategies also include non-controlling investments in other businesses and joint ventures. In the event the companies or joint ventures we invest in do not perform as well as expected, we could experience the loss of some or all of the value of our investment, which loss could adversely affect our financial condition and results of operations.
Although we conduct accounting, financial, legal and business due diligence prior to making investments, we cannot guarantee that we will discover all material issues that may affect a particular target business, or that factors outside the control of the target business and outside of our control will not later arise. We have in the past and may in the future make investments on a non-controlling basis, and we have limited ability to influence the financial, business and other operations of the companies in which we invest on this basis. Similarly, we have in the past and may in the future establish strategic joint ventures with members and/or other third parties in furtherance of our business strategies and goals. To the extent we invest in a financially underperforming or unstable company, an entity in its development stage, or a newly-formed joint venture that does not successfully mature, we may lose the value of our investment. We have in the past and may in the future be required to write down or write off our investments or recognize impairments or other charges that could adversely affect our financial condition or results of operations and our stock price. Even though these charges may be non-cash items that do not affect our revenues or liquidity, they could affect our earnings and the fact that we report charges of this nature could contribute to negative market perceptions about us and our business strategy and our Class A common stock. Also, in the case of our investment in a failed or underperforming strategic joint venture, we could potentially become subject to additional liabilities depending on the nature
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and level of commitments we make to facilitate the purpose of the joint venture. For example, we have a joint venture with certain of our members and DeRoyal Industries for the production of medical gowns, and we have certain minimum funding commitments to DeRoyal in the event member gown purchases fail to meet certain specified committed purchasing levels. We could potentially become liable for material payments to DeRoyal if the members were to substantially fail to meet those committed purchasing levels.
We rely on Internet infrastructure, bandwidth providers, data center providers and other third parties and our own systems for providing services to our users, and any failure or interruption in the services provided by these third parties or our own systems, including from a cyber or other catastrophic event, could expose us to litigation and negatively impact our relationships with users, adversely affecting our brand, our business and our financial performance.
Our ability to deliver our products is dependent on the development and maintenance of the infrastructure of the Internet and other telecommunications services by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security for providing reliable Internet access and services and reliable telephone, Wi-Fi and other communications systems. We have experienced and expect that we will experience in the future interruptions and delays in these services and availability from time to time. We rely on internal systems as well as third-party suppliers, including bandwidth and telecommunications equipment providers, to provide our services. We have also migrated our data center operations to third-party data-hosting facilities. We do not maintain redundant systems or facilities for some of these services. In the event of a material cyber-attack or catastrophic event with respect to one or more of these providers, systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with users. To operate without interruption, both we and our service providers must guard against:
•damage from fire, power loss, and other natural disasters;
•communications failures;
•software and hardware errors, failures, and crashes;
•cyber-attacks, viruses, worms, malware, ransomware and other malicious software programs;
•security breaches and computer viruses and similar disruptive problems; and
•other potential interruptions.
Any disruption in the network access, telecommunications or co-location services provided by our third-party providers or any failure of or by these third-party providers or our own systems to handle current or higher volume of use could materially harm our business. In addition, our operations could be impaired and our confidential information compromised if our service providers experience cyber-attacks on and breaches of their information technology systems. We exercise limited control over these third-party suppliers, which increases our vulnerability to problems with services they provide. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with users and adversely affect our business and financial performance and could expose us to third-party liabilities, some of which may not be adequately insured.
Data loss or corruption due to failures or errors in our systems and service disruptions at our data centers may adversely affect our reputation and relationships with existing members and other customers, which could have a negative impact on our business, financial condition and results of operations.
Because of the large amount of data that we collect and manage, it is possible that hardware or software failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain inaccuracies that our members and other customers regard as material. Complex software such as ours may contain errors or failures that are not detected until after the software is introduced or updates and new versions are released. Despite testing by us, from time to time we have discovered defects or errors in our software, and such defects or errors may be discovered in the future. Any defects or errors could expose us to risk of liability to members or other customers and the government and could cause delays in the introduction of new products and services, result in increased costs and diversion of development resources, require design modifications, decrease market acceptance or member satisfaction with our products and services or cause harm to our reputation.
Furthermore, our members and other customers might use our software together with products from other companies. As a result, when problems occur, it might be difficult to identify the source of the problem. Even when our software does not cause these problems, the existence of these errors might cause us to incur material costs, divert the attention of our technical personnel from our product development efforts, impact our reputation and lead to material member relations problems.
Moreover, our data centers and service provider locations store and transmit critical member data that is essential to our business. While these locations are chosen for their stability, failover capabilities and system controls, we do not directly control the continued or uninterrupted availability of every location. We have migrated our data center operations to third-party
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data-hosting facilities. Data center facilities are vulnerable to damage or interruption from natural disasters, fires, power loss, telecommunications failures, acts of terrorism, acts of war, and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, cyber-attacks and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, could result in a decision to close the facilities without adequate notice or other unanticipated problems, which could cause lengthy interruptions in our service. These service interruption events could impair our ability to deliver services or deliverables or cause us to fail to achieve service levels required in agreements with our members or other customers, which could negatively affect our ability to retain existing or attract new members and other customers.
If our cyber and other security measures are breached or fail and unauthorized access to a member’s data is obtained, or our members or customers fail to obtain proper permission for the use and disclosure of information, our services may be perceived as not being secure, our members and other customers may curtail or stop using our services and we may incur material liabilities.
Our services involve the web-based storage and transmission of members’ and other customers’ proprietary information, personal information of employees and protected health information of patients. From time to time, we may detect vulnerabilities in our systems, which, even if not resulting in a security breach, may reduce member confidence and require substantial resources to address. If our security measures are breached or fail as a result of third-party action, employee error, malfeasance, insufficiency, defective design or otherwise, someone may be able to obtain unauthorized access to member, employee or patient data. As a result, our reputation could be damaged, our business may suffer, and we could face damages for contract breach, penalties and fines for violation of applicable laws or regulations and material costs for notification to affected individuals, remediation and efforts to prevent future occurrences.
In addition to our cyber and other security measures, we rely upon third-party providers and our members and other customers as users of our systems for key activities to promote security of those systems and the data within them. On occasion, our providers’ security systems have been breached and our members have failed to perform these activities. Failure of third-party providers, members or customers to perform these activities may result in claims against us that could expose us to material expense and harm our reputation. In addition, our members or other customers may authorize or enable third parties to access their data or the data of their patients on our systems. Because we do not control such access, we cannot ensure the complete propriety of that access or integrity or security of such data in our systems. In addition, although our development infrastructure is based in the United States, we outsource development work for a portion of our products and services to persons outside the United States, particularly India. We cannot guarantee that the cyber and other security measures and regulatory environment of our foreign partners are as robust as in the United States. Any security breach of our systems resulting from access by our members, customers or foreign partners could have a material adverse effect on our business, financial condition and results of operations.
Additionally, we require our members or other customers to provide necessary notices and to obtain necessary permissions and waivers for use and disclosure of the information that we receive. If our members or other customers do not obtain necessary permissions and waivers, then our use and disclosure of information that we receive from them or on their behalf may be limited or prohibited by state, federal, or international privacy laws or other laws. Any such failure to obtain proper permissions and waivers could impair our functions, processes and databases that reflect, contain or are based upon such data and may prevent use of such data. Moreover, we may be subject to claims or liability for use or disclosure of information by reason of our lack of a valid notice, permission or waiver. These claims or liabilities could subject us to unexpected costs and adversely affect our business, financial condition and results of operations.
We could suffer a loss of revenue and increased costs, exposure to material liability, reputational harm, and other serious negative consequences if we, our service providers or other suppliers, or our members or customers are subject to cyber-attacks or other data security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our members or customers, other third parties, patients or employees.
We manage and store proprietary information and sensitive or confidential data relating to our operations. We may be subject to cyber-attacks on and breaches of the information technology systems we use for these purposes. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of third parties, create system disruptions, or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy viruses, worms, malware, ransomware and other malicious software programs that attack our systems or products or otherwise exploit security vulnerabilities of our systems or products. In addition, hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with or cause errors in the operation of our systems.
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We expend material capital to protect against the threat of security breaches, including cyber-attacks, viruses, worms, malware, ransomware and other malicious software programs. Substantial additional expenditures may be required before or after a cyber-attack or breach to mitigate in advance or to alleviate any problems caused by cyber-attacks and breaches, including unauthorized access to or theft of personal or patient data and protected health information stored in our information systems and the introduction of computer viruses, worms, malware, ransomware and other malicious software programs to our systems. Our remediation efforts may not be successful and could result in interruptions, delays or cessation of service and loss of existing or potential new members or customers.
While we provide our employees and contractors training and regular reminders on important measures they can take to prevent breaches, we often identify attempts to gain unauthorized access to our systems. Given the rapidly evolving nature and proliferation of cyber threats, there can be no guarantee our training and network security measures or other controls will detect, prevent or remediate security or data breaches in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption of our systems and operations. For example, it has been widely reported that advanced persistent threats orchestrated by well-organized international threat actors, in certain cases with the backing of sovereign governments, are targeting the theft of patient information. In recent years, a number of hospitals have reported being the victim of ransomware attacks in which they lost access to their systems, including clinical systems, during the course of the attacks. We are likely to face attempted attacks in the future. Accordingly, we may be vulnerable to losses associated with the improper functioning, security breach or unavailability of our information systems as well as any systems used in acquired operations.
Breaches of our security measures and the unapproved use or disclosure of proprietary information or sensitive or confidential data about us, our members or customers, other third parties, patients or employees could expose us, our members or customers, other affected third parties, patients or employees to a risk of loss or misuse of this information, result in litigation, governmental inquiry and potential liability for us, damage our brand and reputation or otherwise harm our business. Furthermore, we are exposed to additional risks because we rely in certain capacities on third-party data management providers whose possible security problems and security vulnerabilities are beyond our control. Similarly, our operations could be impaired and our confidential information compromised if our service providers or other suppliers, our members or our customers experience cyber-attacks on and breaches of their information technology systems.
We may experience cybersecurity and other breach incidents that remain undetected for an extended period. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched, we may be unable to anticipate these techniques or to implement adequate preventative measures to stop or mitigate any potential damage in a timely manner. Given the increasing cybersecurity threats in the healthcare industry, there can be no guarantee we will not experience business interruptions; data loss, ransom, misappropriation or corruption; theft or misuse of proprietary or patient information; or litigation and investigation related to any of those, any of which could have a material adverse effect on our financial position and results of operations and harm our business reputation. Although we do maintain commercially reasonable insurance policies for cyber-attacks, there can be no guarantee that insurance would be sufficient to cover our losses or other consequences of interruptions to our business, nor can it be guaranteed that insurance coverage would be available for every specific incident in accordance with the terms and conditions of the applicable policy coverage.
Any restrictions on our use of, or ability to license data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations.
We depend upon licenses from third parties, most of which are non-exclusive, for some of the technology and data used in our applications, and for some of the technology platforms upon which these applications are built and operate. We also obtain a portion of the data that we use from government entities and public records and from our members and other customers for specific member or customer engagements. We cannot assure that our licenses for information will allow us to use that information for all potential or contemplated applications and products. In addition, if our members or customers revoke their consent for us to maintain, use, de-identify and share their data, our data assets could be degraded.
In the future, data providers could withdraw their data from us or restrict our usage due to competitive reasons or because of new legislation or judicial interpretations restricting use of the data currently used in our products and services. In addition, data providers could fail to adhere to our quality control standards in the future, causing us to incur additional expense to appropriately utilize the data. If a substantial number of data providers were to withdraw or restrict their data, they fail to adhere to our quality control standards, and if we are unable to identify and contract with suitable alternative data suppliers and integrate these data sources into our service offerings, our ability to provide products and services to our members or other customers would be materially and adversely impacted, resulting in a material adverse effect on our business, financial condition and results of operations. Similarly, if our data suppliers choose to discontinue support of our licensed technologies in the future, we might not be able to modify or adapt our own solutions, which could have a material adverse effect on our business, financial condition and results of operations.
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We also use third-party software to develop, maintain and enhance, among other things, our proprietary applications, our content generation and delivery, and to support our technology infrastructure. Some of this software is proprietary and some is open source. Our use of third-party technologies exposes us to increased risks, including, but not limited to, risks associated with the integration of new technologies into our solutions, the diversion of our resources from development of our own proprietary technologies and our inability to generate revenue from licensed technologies sufficient to offset associated acquisition and maintenance costs. These technologies may not be available to us in the future on commercially reasonable terms or at all and could be difficult to replace once integrated into our own proprietary applications. Our inability to obtain, maintain or comply with any of these licenses could delay development until equivalent technologies can be identified, licensed and integrated, which would harm our business, financial condition and results of operations.
Lastly, because most of our third-party licenses are non-exclusive, and our competitors may obtain the right to access any of the technologies covered by these licenses and use them to compete directly with us.
Our use of “open source” software could adversely affect our ability to sell our products and subject us to possible litigation.
The products or technologies acquired, licensed or developed by us may incorporate so-called “open source” software, and we may incorporate open source software into other products in the future. There is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses, and therefore the potential impact of these terms on our business is unknown and may result in unanticipated obligations or litigation regarding our products and technologies. For example, we may be subjected to certain conditions, including requirements that we offer our products that use particular open source software at no cost to the user, that we make available the source code for modifications or derivative works we create based upon, incorporating or using the open source software, and/or that we license such modifications or derivative works under the terms of the particular open source license. In addition, if we combine our proprietary software with open source software in a certain manner, under some open source licenses we could be required to release the source code of our proprietary software, which could substantially help our competitors develop products that are similar to or better than ours. If an author or other party that distributes such open source software was to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur material legal costs defending ourselves against such allegations and could be subject to material damages.
The growth of our business depends on the development and use of artificial intelligence (“AI”) technologies, which will require substantial ongoing investment and may not be successful; and the integration of AI technologies with our products and services may subject us to increased risk given the emerging nature of AI technologies and the evolving legal and regulatory framework relating to their use.
Our business increasingly relies on AI technologies to collect, aggregate, analyze and/or generate data or other materials or content. As with many innovations, AI presents risks, challenges and the potential for unintended consequences that could affect its adoption and therefore our business. AI technology is highly complex and rapidly developing, and it is not possible for us to predict all of the legal, operational or technological risks that may arise relating to the use of AI. While AI and its uses are subject to a variety of existing laws and regulations, such as those relating to intellectual property, data privacy and security, consumer protection, competition, and equal opportunity laws, the legal and regulatory framework governing AI is rapidly evolving. United States governmental and regulatory agencies and many state and foreign government bodies and agencies have introduced or are currently considering new laws and regulations governing the use of AI technologies.
The adoption of new AI laws and regulations, or the interpretation of existing laws and regulations, could affect our development, use or commercialization of AI. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our products or services to meet new requirements. Failure to comply with such laws or regulations could subject us to legal or regulatory liability. The cost of complying with such laws or regulations could be significant and increase our operating expenses, which could have a material adverse effect on our business, financial condition and results of operations.
We believe that the future growth of our business and our efforts to remain competitive require that we continue to invest in and develop AI technologies and incorporate them into our products and services. These efforts will require substantial ongoing investments, but we cannot be assured that our investments will successfully lead to the product developments we seek or that our members and other customers will accept the utility or value of our AI-based offerings as they evolve. We may be unable to leverage AI capabilities as quickly and rapidly as the market and our members and other customers demand, and the speed of technological development may prove disruptive to our business if we are unable to maintain the pace of innovation. Our development of AI and the integration of AI into our products and services faces significant competition from other companies, which may be able to deploy AI technology faster and more effectively. Competitors may include established market participants or new entrants, and others. Also, even if our AI development efforts are successful, our investments could subsequently become impaired if new AI laws and regulations, or the interpretation of existing laws and regulations, restrict or prevent the use of the AI technology incorporated into our products and services.
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AI algorithms use machine learning and predictive analytics which may lead to flawed, biased, discriminatory, inaccurate, or imagined or “hallucinated” results, which may not be easily detectable by us or the users of our products and services. The potential for these outcomes from AI has raised some concerns and ethical and other questions about its use, and these considerations could adversely affect member or customer demand for AI-based products and services. Furthermore, such outcomes could potentially be in violation of existing or new laws or regulations governing AI and could potentially lead to other legal claims against us by third parties. There has recently been an increase in litigation in a number of jurisdictions, including the United States, relating to the development, security and use of AI. These potential risks may be heightened when AI is used in connection with the delivery of healthcare. For example, our clinical decision support application is designed for use by physicians by making recommendations in connection with their delivery of healthcare to patients. If our clinical decision support application is associated with an allegedly faulty clinical decision or treatment, this could potentially lead to legal claims against us even though our application never overrides physician discretion. The assertion of such claims and ensuing litigation, regardless of merit or outcome, could result in substantial cost to us, divert management’s time and attention from operations, damage our reputation, and decrease market acceptance of our existing or future offerings. Accordingly, such legal claims could materially harm our business, results of operations and financial condition.
If we lose key employees or if we are unable to attract, hire, integrate and retain key employees, our business would be harmed.
Our future success depends in part on our ability to attract, hire, integrate and retain key employees, including our executive officers, other senior leaders and other highly skilled talent. Competition for such talented employees is intense and the labor market has tightened considerably in recent years. We have from time to time experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining talented employees with appropriate qualifications. We use equity awards as a key component of compensation for senior level employees in order to align employee interests with the interests of our stockholders, provide competitive compensation packages and encourage employee retention. Our stock price volatility or lack of positive performance may cause periods of time during which the value or equity awards might be less competitive, which may lessen the retentive attributes of these awards and cause the compensation that we offer to be less competitive. If we lose key employees unexpectedly, we cannot be certain of our ability to identify, hire and retain adequately qualified replacement employees at or on a timely basis. In addition, to the extent we lose an executive officer or senior leader, we may incur increased expenses in connection with the hiring or replacement of these individuals and the transition of leadership and critical knowledge. Failure to identify, hire and retain necessary talent could have a material adverse effect on our business, financial condition and results of operations.
Continued uncertain economic, political and other conditions, including inflation, tariffs and recessionary fears, will continue to impair our ability to forecast and may harm our business, operating results, including our revenue growth and profitability, financial condition and cash flows, and stock price.
Continued global economic uncertainty, political conditions and fiscal challenges in the United States and abroad, such as inflation and the concern of slower growth or a recession, have, among other things, limited our ability to forecast future demand for our products and services, contributed to increased periodic volatility in customer demand, impacted availability of supplies and could constrain future access to capital for our suppliers, customers and partners. The impacts of these circumstances are global and pervasive, and the timing and nature of any ultimate resolution of these matters remain highly uncertain. Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased trade sanctions, tariffs or other barriers to global trade, changes to fiscal and monetary policy and higher interest rates, could materially adversely impact the demand for our products and services and our operating results. We have been experiencing and continue to experience inflationary pressure and other constraints affecting both our Supply Chain Services and Performance Services segments. Consequently, these concerns have challenged our business and we expect them to continue to challenge our business for the foreseeable future, which could cause harm to our operating results. Such conditions may result in the failure to meet our forecasted financial expectations and to achieve historical levels of revenue growth.
The Trump administration has been actively focused on trade and has proposed and imposed extensive tariffs and increased tariffs on products sourced from many countries. Trade tensions continue to be high, and we expect that tariffs under the Trump administration will remain fluid and evolving and therefore we cannot predict whether or to what extent tariffs will be applicable to products used by our members or other customers and sources from countries outside the United States.
Although we do not sell products directly to our members, they purchase products from our contracted suppliers, many of whom source their products from jurisdictions that have been or may be impacted by tariffs. Although we seek contractual terms with our suppliers that are intended to mitigate the impact of tariffs on the cost of products purchased by our members, not all of our supplier contracts have these protections and suppliers may seek to raise prices in response to tariffs regardless of contractual provisions. If our suppliers raise their prices to pass some or all of the cost of tariffs on to our members, there can be no assurance that we could identify alternate suppliers of qualified goods on a timely basis, or at all, to help our members avoid
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the higher supply costs. Furthermore, many customers for our services do not participate in our GPO programs and we cannot predict how tariffs may increase their supply costs. Increased supply or other costs for our members and other customers because of tariffs, or their uncertainty regarding the potential future impacts of tariffs, could lead to a decrease in their overall spending or a diversion of their spending away from our products and services. Furthermore, current and future tariffs, or uncertainty regarding the potential future impacts of tariffs, could adversely impact the United States and global economy and increase inflation and recessionary fears, which could also lead to a decrease in our members’ or customers’ overall spending or a diversion of their spending away from our products and services.
Tariffs also have the potential to adversely affect our commercial relationships with our members, other customers, and prospects. For example, the decision of an existing GPO member to renew its GPO participation agreement, or of a potential new GPO program member to enter into an agreement, or the terms and conditions on which either would be willing to contract with us, could be affected by their perception of how effectively our supply agreements protect against the pass through cost of tariffs as compared to those of our competitors’ arrangements. Also, as described above in this “Risk Factors” section of the Annual Report, some of our agreements with members and other customers are “at risk” because they include savings guarantees or similar financial performance commitments. Tariffs could potentially impede our ability to meet these performance commitments, thereby leading to lost revenue and/or revenue reversals, and in some cases potentially triggering a member or other customer termination right.
Even if our business is not directly and materially impacted by any announced or anticipated tariffs, the stock market has experienced volatility due to tariff-related concerns and may continue to do so in the future, which could cause significant fluctuations in the price of our Class A common stock.
Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and stock price.
Our financial condition and results of operations may be materially and adversely affected by future pandemics, epidemics or public health emergencies.
We are subject to the potential risks associated with any future pandemic, epidemic or other public health emergency, and uncertain impacts those events could have on our business, result of operations, financial condition, cash flows and prospects of the trading price of our Class A Common Stock. Among other risks, future pandemics, epidemics or other public health emergencies could lead to labor shortages, quarantines, travel and other restrictions, disruptions in the global supply chain, financial and operational harm to our members, customers and suppliers, and a general decline in the overall United States and worldwide economy and capital markets. These and other risks of future pandemics, epidemics and other public health emergencies could lead to reduced demand for our products and services or the ability of our members or other customers to pay for our products and services, disruption in our operations and our ability to deliver our products and services, disruption in the operation of suppliers that deliver products to our members and other customers, and adverse impacts on our ability to access capital on acceptable terms as may be needed for our business. The impact of a pandemic, epidemic or public health emergency may also exacerbate many of the other risks described in this “Risk Factors” section of the Annual Report. Despite our efforts to manage these impacts, their ultimate impact depends on factors beyond our knowledge or control, including the duration and severity of any public health emergency and actions taken to contain its spread and mitigate its public health effects.
Our results may be adversely affected by geopolitical instability, including military conflicts, weather events, or natural disasters. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from geopolitical events.
Geopolitical events such as war, terrorist activities, or civil unrest may disrupt or interrupt our operations or the operations of our suppliers or other business partners. United States and global markets have continued to experience volatility and disruption as the result of current geopolitical events, including the ongoing military conflict between Russia and Ukraine and the military conflict in the Middle East, as well as tensions between the United States and China. These geopolitical issues have, and may continue to, lead to market disruptions, including significant volatility in commodity prices, energy, credit and capital markets, as well as supply chain interruptions and increased transportation costs. In addition, further escalation in current or the development of new geopolitical issues could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional capital. These types of market and supply disruptions can similarly result from natural disasters such as hurricanes, tornadoes, floods, earthquakes and other severe weather and climate conditions (including those resulting from climate change). These market and supply disruptions could have indirect as well as direct impacts on our business, for example if supply chain interruptions prevent or delay our members from being able to make needed purchases from our contracted suppliers. These events and circumstances could adversely affect our business, financial condition and results of operations.
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We may be adversely affected by global climate change or by regulatory responses to such change.
Climate change may lead to more frequent or more severe weather events or conditions, including rising sea temperatures and rising sea levels. The long-term impacts of climate change, including physical risks as well as the transition risks such as regulatory responses to climate change, are expected to be widespread and unpredictable. These impacts could adversely affect our business operations, financial condition and results of operations by decreasing availability of or increasing the costs of products and services, increasing compliance and operational costs and creating volatility and disruption to the global supply chain.
Continuing political and social attention to the issue of climate change has resulted in both existing and pending international agreements and national, regional, or local legislation and regulatory measures to limit greenhouse gas emissions, such as cap and trade regimes, carbon taxes, restrictive permitting, increased fuel efficiency standards, and incentives or mandates for renewable energy, as well as legal and regulatory requirements requiring certain climate-related disclosures, and pressure from shareholders, ratings agencies, state agencies, the SEC, and other third parties to make various climate-related disclosures. We may also be subject to additional and more complex reporting requirements in the future relating to climate change.
Developments in climate change regulations are evolving, which may result in higher regulatory, compliance, credit, and reputational risks and costs. For example, the State of California passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on companies doing business in California, including us, commencing in 2026. Also, the SEC previously enacted a rule on climate change disclosures that is not currently in effect; however, our compliance burdens and associated regulatory costs and complexity could significantly increase if this or another SEC rule on climate change disclosure ever becomes effective. Such measures have subjected us, and may subject our suppliers, to additional costs and restrictions and require significant operating and capital expenditures.
Increasing scrutiny and evolving expectations and in some cases conflicting expectations from customers, suppliers, regulators, investors, and other stakeholders with respect to our environmental, social and governance (“ESG”) and diversity, equity, and inclusion (“DEI”) practices may impose additional costs on us or expose us to new or additional risks.
Companies are facing increasing scrutiny from regulators, investors, customers, suppliers, and other stakeholders related to their ESG and DEI practices. Investor advocacy groups, investment funds and influential investors are increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Also, customers and suppliers may impose ESG- and/or DEI-related requirements as a condition to doing business with us. Our need to comply with new or more stringent ESG- and/or DEI-related laws or regulations or ESG- and/or DEI-related requirements of customers, suppliers, regulators, or other third parties could increase our overall operational costs.
Failure to adapt to or comply with legal or regulatory requirements or investor or other stakeholder expectations and standards, or our failure to meet our own ESG-related targets or goals that we publish, could expose us to increased scrutiny from the investment community as well as governmental enforcement or private litigation. Similarly, our inability to meet any ESG-related conditions of customers or suppliers or other companies that we seek to do business with could have a material adverse impact on our ability to initiate or maintain business relationships with these parties. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, financial condition, or results of operations.
In contrast to the legal, regulatory and stakeholder expectations described above, in recent years, a change in sentiment against certain ESG and DEI matters has also gained momentum across the United States at national, state and local levels, referred to by some as “anti-ESG” and “anti-DEI” efforts, with several states and policymakers having proposed or enacted anti-ESG and anti-DEI policies, legislation, or initiatives. In addition, the Trump administration recently issued executive orders regarding certain DEI policies and practices in the private sector. These and other anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal decisions, and scrutiny could result in investigations, litigation, or enforcement actions against us by governments, regulators, or private parties. Although we believe our ESG- and DEI-related policies and practices are materially compliant with applicable laws, regulations, and orders, there can be no assurance that a governmental or private party will not challenge them. The assertion of claims and ensuing investigations, litigation, enforcement actions or other legal proceedings, regardless of their merit or outcome, could result in substantial cost to us, divert management’s time and attention from operations, damage our reputation and harm our business. However, efforts we might take to mitigate these risks could run contrary to conflicting expectations of other stakeholders as described above and similarly harm our reputation and business.
We make statements about our targets, goals and initiatives relating to ESG matters, including particularly climate change and sustainability, through our Sustainability Report, our other non-financial reports, information provided on our website, press releases and other communications. The forward-looking statements we make regarding climate change and sustainability reflect our plans and aspirations but are not guarantees that we will achieve them. These statements are based on estimates, assumptions and predictions and rely on data and analytics from third parties that we do not control and cannot independently
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verify. Pursuing these goals and initiatives involves risks and uncertainties and may require substantial investments. Our failure, or perceived failure, to accomplish or accurately track and report on our ESG goals, further our ESG initiatives, or adhere to our other public ESG-related statements could adversely affect our reputation, expose us to increased scrutiny from the investment community, and lead to governmental enforcement or private litigation, any of which could have a material adverse effect on our reputation and on our business, financial condition, or results of operations.
Standards for tracking and reporting ESG matters, particularly in regards to climate change and sustainability, continue to evolve. Our use of disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others. This may result in a lack of consistent or meaningful comparative data from period to period or between us and other companies in the same industry. In addition, our processes and controls may not comply with evolving standards for identifying, measuring and reporting ESG metrics, including ESG-related disclosures that may be required by regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. Lastly, our reported climate and sustainability metrics are developed with the assistance of third parties in part based on their proprietary analytics of our business, which we cannot independently verify. Any failure or perceived failure by us to accurately report ESG-related metrics or targets, whether legally mandated or voluntarily disclosed, could have a material adverse effect on our reputation and on our business, financial condition, or results of operations.
Risks Related to Healthcare, Health Information Technology and Data Privacy Laws and Regulations
The healthcare industry is highly regulated. Any material changes in the political, economic or regulatory environment that affect the GPO business or the purchasing practices and operations of healthcare organizations, or that lead to consolidation in the healthcare industry, could reduce the funds available to providers to purchase our products and services or otherwise require us to modify our services.
Our business, financial condition and results of operations depend upon conditions affecting the healthcare industry generally and hospitals and health systems particularly, as well as our ability to increase the number of programs and services that we sell to our members and other customers. The healthcare industry is highly regulated by federal and state authorities and is subject to changing political, economic and regulatory influences. Factors such as changes in reimbursement policies for healthcare expenses, consolidation in the healthcare industry, regulation, litigation and general economic conditions affect the purchasing practices, operations and the financial health of healthcare organizations. In particular, changes in regulations affecting the healthcare industry, such as increased regulation of the purchase and sale of medical products, tariffs, new quality measurement and payment models, data privacy and security, government price controls, modification or elimination of applicable regulatory safe harbors, regulation of third-party administrators or restrictions on permissible discounts and other financial arrangements, could require us to make unplanned modifications of our products and services, result in delays or cancellations of orders or reduce funds and demand for our products and services.
The Patient Protection and Affordable Care Act, or ACA, designed to expand access to affordable health insurance, control healthcare spending and improve healthcare quality, set the industry moving in a clear direction on access to health insurance, payment, quality and cost management. In addition, many states have adopted or are considering changes in healthcare laws or policies in part due to state budgetary shortfalls.
Healthcare laws and regulations are rapidly evolving, and future changes could affect our business in unknown ways. In January 2025, the Trump administration began issuing executive orders identifying new government policies and priorities and directing United States federal agencies to evaluate their current actions, including certain spending, to ensure that such actions are consistent with new administrative priorities. Some of those executive orders are the subject of pending litigation, and there remains significant uncertainty about how agencies will implement the new executive orders. In addition, recently passed legislation known as the One Big Beautiful Bill Act is estimated to reduce federal Medicaid expenditures by almost $1 trillion over the next 10 years starting in December 2026. These reductions are expected to result in many individuals losing coverage thereby placing additional financial pressure on our members and other customers. Additional changes in healthcare laws, regulations, or policies could potentially lead to reduced federal funding to us or our members and other customers and reduced reimbursement rates for products purchased by our members and other customers. This environment is creating risk for potential changes impacting us and our members and other customers that could cause a material adverse effect on our business, financial condition, results of operations, and financial performance.
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If we fail to comply with complex federal and state laws and regulations governing financial relationships among healthcare providers and submission of false or fraudulent claims to government healthcare programs, we may be subject to civil and criminal penalties or loss of eligibility to participate in government healthcare programs.
Anti-Kickback Regulations
We are subject to federal and state laws and regulations designed to protect patients, government healthcare programs and private health plans from fraudulent and abusive activities. These laws include anti-kickback restrictions and laws prohibiting the submission of false or fraudulent claims. These laws are complex, and their application to our specific products, services and relationships may not be clear and may be applied to our business in ways that we do not anticipate. Federal and state regulatory and law enforcement authorities have over time increased enforcement activities with respect to Medicare and Medicaid fraud, waste and abuse regulations and other reimbursement laws and rules. From time to time, we and others in the healthcare industry have received inquiries or requests to produce documents in connection with such activities. We could be required to expend material time and resources to comply with these requests, and the attention of our management team could be diverted to these efforts. Furthermore, if we are found to be in violation of any federal or state fraud, waste and abuse laws, we could be subject to civil and criminal penalties and we could be excluded from participating in federal and state healthcare programs such as Medicare and Medicaid. The occurrence of any of these events could materially harm our business, financial performance and financial condition.
Provisions in Title XI of the Social Security Act, commonly referred to as the federal Anti-Kickback Statute, prohibit the knowing and willful offer, payment, solicitation or receipt of remuneration, directly or indirectly, in return for the referral of patients or arranging for the referral of patients, or in return for the recommendation, arrangement, purchase, lease or order of items or services that are covered, in whole or in part, by a federal healthcare program such as Medicare or Medicaid. The definition of “remuneration” has been broadly interpreted to include anything of value such as gifts, discounts, rebates, waiver of payments or providing anything at less than its fair market value. Many states have adopted similar prohibitions against kickbacks and other practices that are intended to influence the purchase, lease or ordering of healthcare items and services regardless of whether the item or service is covered under a governmental health program or private health plan. Although certain statutory and regulatory safe harbors exist, these safe harbors are narrow and often difficult to comply with. Congress has appropriated an increasing amount of funds in recent years to support enforcement activities aimed at reducing healthcare fraud, waste and abuse. We operate our group purchasing services, pricing discount arrangements with suppliers, and revenue share arrangements with applicable members in reliance on certain of these safe harbors. We cannot assure you that our arrangements will be protected by such safe harbors or that such increased enforcement activities will not directly or indirectly have an adverse effect on our business, financial condition or results of operations. Any determination by a state or federal agency that any of our activities violate any of these laws could subject us to civil or criminal penalties, could require us to change or terminate some portions of our operations or business or could disqualify us from providing services to healthcare providers doing business with government programs and, thus, could have a material adverse effect on our business, financial condition and results of operations.
CMS has provided specific guidance on the proper treatment on Medicare cost reports of revenue distributions received from GPOs, including us. To assist our members that report their costs to Medicare to comply with these guidelines, such members are required under the terms of the Premier Group Purchasing Policy to appropriately reflect all elements of value received in connection with our IPO, including under agreements entered into in connection therewith, on their cost reports. We furnish applicable reports to such members setting forth the amount of such value, to assist their compliance with such cost reporting requirements. Any determination by a state or federal agency that the provision of such elements of value violate any of these laws could subject us to civil or criminal penalties, could require us to change or terminate some portions of our operations or business, or could disqualify us from providing services to healthcare providers doing business with government programs, and, thus could have a material adverse effect on our business, financial condition and results of operations.
There is no safe harbor to the Anti-Kickback Statute that is applicable in its entirety across all of the agreements with our members, and no assurance can be given that the United States Department of Health and Human Services, or HHS, Office of Inspector General (which administers the Anti-Kickback Statute) or other regulators or enforcement authorities will agree with our assessment. Any determination by a state or federal agency that the terms, agreements and related communications with members, or our relationships with our members violates the Anti-Kickback Statute or any other federal or state laws could subject us to civil or criminal penalties, could require us to change or terminate some portions of our operations or business and could disqualify us from providing services to healthcare providers doing business with government programs and, thus, result in a material adverse effect on our business, financial condition and results of operations.
False Claims Regulations
Our business is also subject to numerous federal and state laws that forbid the submission or “causing the submission” of false or fraudulent information or the failure to disclose information in connection with the submission and payment of claims for
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reimbursement to Medicare, Medicaid, other federal healthcare programs or private health plans. In particular, the False Claims Act, or FCA, prohibits a person from knowingly presenting or causing to be presented a false or fraudulent claim for payment or approval by an officer, employee or agent of the United States. In addition, the FCA prohibits a person from knowingly making, using, or causing to be made or used a false record or statement material to such a claim. Violations of the FCA may result in treble damages, material monetary penalties and other collateral consequences, potentially including exclusion from participation in federally funded healthcare programs. The minimum and maximum per claim monetary damages for FCA violations occurring on or after November 2, 2015 and assessed after February 12, 2024 are from $13,946 to $27,894 per claim, respectively, and will be periodically readjusted for inflation. If enforcement authorities find that we have violated the FCA, such violations could have a material adverse effect on our business, financial condition and results of operations. Pursuant to the ACA, a claim that includes items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA.
These laws and regulations may change rapidly and it is unclear how they apply to various aspects of our business. Errors created by our products or consulting services that relate to entry, formatting, preparation or transmission of claim or cost report information by our members may be determined or alleged to be in violation of these laws and regulations. Any failure of our businesses or our products or services to comply with these laws and regulations, or the assertion that any of our relationships with suppliers or members violated the Anti-Kickback Statute and therefore caused the submission of false or fraudulent claims, could (i) result in substantial civil or criminal liability, (ii) adversely affect demand for our services, (iii) invalidate all or portions of some of our member contracts, (iv) require us to change or terminate some portions of our business, (v) require us to refund portions of our services fees, (vi) cause us to be disqualified from serving members doing business with government payers, and (vii) have a material adverse effect on our business, financial condition and results of operations.
ERISA Regulatory Compliance
As a threshold matter, the obligation for compliance with the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), the Internal Revenue Code (the “Code”), the ACA, the Heath Insurance Portability and Accountability Act (together with its amendments related to the Health Information Technology for Economic and Clinical Health Act, “HIPAA”), the Mental Health Parity and Addiction Equity Act, the Newborns’ and Mothers’ Health Protection Act, the Women’s Health and Cancer Rights Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Genetic Information Nondiscrimination Act of 2008, and other laws governing self-funded group health plans (collectively “Employee Benefit Laws”) generally rests with our clients as plan sponsors to whom we provide third-party administrative (“TPA”) services. That is, employers/clients that sponsor group health plans generally bear the obligation of complying with Employee Benefit Laws, rather than entities, like us, that provide TPA services related to the group health plans. In certain cases, however, TPAs to ERISA plans can become “co-fiduciaries” with their clients and, therefore, can be liable for ERISA compliance in a limited capacity. We could become a co-fiduciary either by (1) entering a contractual obligation to be an ERISA fiduciary or (2) by acting as an ERISA fiduciary based on functions performed. Under ERISA, fiduciary status flows from actions, and TPAs who exercise certain functions, including any discretionary authority or discretionary responsibility over plan administration or exercise any authority or control with respect to management or disposition of plan assets are generally “functional fiduciaries” with respect to (and limited to) the functions performed by the TPA that trigger fiduciary status.
We undertake no express liability under ERISA for our clients’ ERISA-governed plans in our template contracts, and we generally do not act as a fiduciary with respect to our clients’ ERISA-governed plans. However, deviations from this standard language contained in final contracts could subject us to liability for breaches of fiduciary duty under ERISA (and related claims, such as ERISA prohibited transactions).
If current or future antitrust laws and regulations are interpreted or enforced in a manner adverse to us or our business, we may be subject to enforcement actions, penalties and other material limitations on our business.
We are subject to federal and state laws and regulations designed to protect competition which, if enforced in a manner adverse to us or our business, could have a material adverse effect on our business, financial condition and results of operations. Over the last decade or so, the traditional healthcare group purchasing industry has been the subject of multiple reviews and inquiries by the United States Senate and its members with respect to antitrust laws. Additionally, the United States Government Accountability Office, or GAO, has published several reports examining traditional healthcare GPO pricing, contracting practices, activities and fees. We and several other operators of traditional healthcare GPOs have responded to GAO inquiries in connection with the development of such reports. Most recently, on February 14, 2024, the United States Federal Trade Commission (“FTC”) and the United States Department of Health and Human Services issued a joint Request For Information (“RFI”) for submission of comments regarding the impact of GPOs (inclusive of traditional and non-traditional healthcare GPOs) and wholesale drug distributors on access to generic pharmaceuticals. The comment period for the RFI expired on May 30, 2024. No assurance can be given regarding any further inquiries or actions arising or resulting from these comments, policy initiatives, examinations and reports, or any related impact on our business, financial condition or results of operations.
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Congress, the United States Department of Justice, the FTC, the United States Senate or another state or federal entity could at any time open a new investigation of the traditional healthcare group purchasing industry, or develop new rules, regulations or laws governing the industry, that could adversely impact our ability to negotiate pricing arrangements with suppliers, increase reporting and documentation requirements, or otherwise require us to modify our arrangements in a manner that adversely affects our business, financial condition and results of operations. We may also face private or government lawsuits alleging violations arising from the concerns articulated by these governmental factors or alleging violations based solely on concerns of individual private parties.
If we are found to be in violation of the antitrust laws, we could be subject to significant civil and criminal penalties or damages. The occurrence of any of these events could materially harm our business, financial condition and results of operations.
Complex federal, state and international privacy laws, as well as security and breach notification laws, may increase the costs of operation and expose us to civil and criminal government sanctions and third-party civil litigation.
We must comply with extensive federal and state requirements regarding the use, retention, security and re-disclosure of patient/beneficiary healthcare information. The Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, which we refer to collectively as “HIPAA,” contain substantial restrictions and complex requirements with respect to the use and disclosure of “Protected Health Information” as defined by HIPAA. The HIPAA Privacy Rule prohibits a covered entity or a business associate from using or disclosing Protected Health Information unless the use or disclosure is validly authorized by the individual or is specifically required or permitted under the HIPAA Privacy Rule and only if certain complex requirements are met. The HIPAA Security Rule establishes administrative, organizational, physical and technical safeguards to protect the privacy, integrity and availability of electronic Protected Health Information maintained or transmitted by covered entities and business associates. The HIPAA Breach Notification Rule requires that covered entities and business associates, under certain circumstances, notify patients/beneficiaries and HHS when there has been an improper use or disclosure of Protected Health Information.
Our self-funded health benefit plan for our employees, the Premier, Inc. Health & Welfare Plan, our healthcare provider members, Performance Services customers, and health plan clients are directly regulated by HIPAA as “covered entities.” Most of our hospital members/customers and health plan clients disclose Protected Health Information to us so that we may provide payment and operations services. Accordingly, we are a “business associate” of those covered entities and are required to protect such Protected Health Information under HIPAA.
Any failure or perceived failure of our products or services to meet HIPAA standards and related regulatory requirements could expose us to certain notification, penalty and/or enforcement risks, damage our reputation, adversely affect demand for our products and services and/or force us to expend material capital, research and development and/or other resources to modify our products or services to ensure compliance with HIPAA.
In addition to our obligations under HIPAA, there are other federal and state laws that include specific privacy and security obligations, above and beyond HIPAA, for certain types of health information and/or personally identifiable information and may expose us to additional sanctions and penalties. All 50 states, the District of Columbia, Guam, Puerto Rico and the Virgin Islands have enacted various types of legislation requiring the protection of personally identifiable information and/or notice to individuals of security breaches of their identifiable information. Organizations must review each state’s definitions, mandates and notification requirements and timelines to appropriately prepare and notify affected individuals and government agencies, including the attorney general in many states, in compliance with such state laws. Further, most states have enacted patient and/or beneficiary confidentiality laws that protect against the disclosure of confidential medical information, and many states have adopted or are considering adopting further legislation in this area, including privacy safeguards, security standards and special rules for so-called “sensitive” health information, such as mental health, genetic testing results, HIV status and biometric data. These state laws, if more stringent than HIPAA requirements, are not preempted by the federal requirements, and we are required to comply with them as well. The federal government also regulates the confidentiality of substance use disorder treatment records. These regulations, promulgated under 42 C.F.R. Part 2, apply to federally supported substance use disorder treatment programs and lawful holders of substance use disorder treatment records that originated from such programs. For some aspects of our business, we may be considered a lawful holder of treatment records protected under 42 C.F.R. Part 2 and therefore have responsibilities to protect substance use disorder treatment records in ways that go beyond the HIPAA requirements.
Data privacy laws and regulations are constantly evolving and can be the subject of significant change and/or interpretative application, and new laws and regulations continue to be proposed on both the state and national level. States continue to pass personal information privacy laws protecting their resident consumers’ data and affording individual rights, such as access, deletion and prevention of certain types of uses and disclosures of their personally identifiable information. These laws vary
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state-by-state and organizations must review each state’s definitions and requirements to ensure compliance. Currently, various states, including California, Colorado, Connecticut, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nevada, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah, Vermont, Virginia and Washington have passed consumer privacy laws, while other states consider similar bills. While most data accessed or used by Premier is governed by HIPAA and is therefore exempt from many of the state consumer privacy laws, various areas of Premier (such as marketing and human resources) may access or use data that may fall under one or more state consumer privacy laws.
We are unable to predict what changes to HIPAA or other federal or state laws or regulations might be made in the future, what new laws or regulations may be enacted in the future, or how those changes or new laws or regulations could affect the demand for our products and services, our business or the associated costs of compliance.
We currently conduct substantially all of our business within the United States. However, we have in the past and expect in the future to explore new business opportunities outside of the United States. If we conduct business outside the United States, we will become subject to complex and rapidly evolving data protection laws, rules and regulations in foreign jurisdictions, many of which have developed privacy and data protection requirements that impose requirements that differ substantially from those that apply within the United States. For example, in Europe, the European Union General Data Protection Regulation (the "GDPR") governs the collection, use, disclosure, transfer, and other processing of personal data of individuals within the European Economic Area (the "EEA") and imposes stringent requirements for data processors and controllers of such personal data or in the context of their activities within the EEA. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA and the United States remains uncertain. Other foreign jurisdictions have enacted or are considering enacting similar comprehensive data privacy and security laws and regulations. In addition, some European and other foreign jurisdictions have enacted laws and regulations relating to the privacy of clinical trial data, including as a condition to approve clinical trials, and these additional privacy laws and regulations could be applicable to certain of the services that we might offer to customers outside the United States. These laws and regulations across Europe and in other foreign jurisdictions may adversely affect our efforts to expand into these jurisdictions, including potentially causing us to substantial operational costs to achieve compliance and/or potentially preventing us from expanding our business into one or more jurisdictions.
Failure to comply with any of the international, federal and state standards regarding individuals’ data rights privacy, identity theft prevention and detection and data security may subject us to penalties, including civil monetary penalties and, in some circumstances, criminal penalties. In addition, such failure may materially injure our reputation and adversely affect our ability to retain and attract new members or customers and, accordingly, adversely affect our financial performance.
Requirements related to the interoperability of health information technology promulgated by the Office of the National Coordinator for Health Information Technology and enforced by the HHS Office of Inspector General could increase the costs of operation and expose us to civil government sanctions.
On May 1, 2020, the Office of the National Coordinator (“ONC”) for Health Information Technology promulgated final regulations under the authority of the 21st Century Cures Act (“ONC Rules”) which imposed conditions to obtaining and maintaining certification of certified health information technology and prohibited certain actors - developers of certified health information technology, health information networks, health information exchanges and healthcare providers - from engaging in activities that are likely to interfere with the access, exchange or use of electronic health information (information blocking). Under ONC Rules, certain exceptions to these considerations are permitted for certain activities, even though they may have the effect of interfering with the access, exchange or use of electronic health information. The information subject to the information blocking restrictions is limited to electronic individually identifiable health information to the extent that it would be included in a designated record set. In June 2023, the HHS Office of Inspector General released a final rule that incorporated civil monetary penalties of up to $1.0 million per violation against developers of certified health information technology, health information networks or health information exchanges for activities that constitute information blocking that occur after September 1, 2023.
Under the ONC Rules, we are considered a “health IT developer” because of the government certifications we hold in our TheraDoc and eCQM solutions. As such, we have evaluated and assessed the applicability of the ONC Rules to our TheraDoc and eCQM solutions, and we have determined that the ONC Rules currently do not apply to the data we hold on TheraDoc and eCQM solutions because the data is not part of any designated record set. Further, our customers contractually agree that the data that we maintain and process on behalf of our customers does not qualify as a designated record set. We will continue to assess our products and services to discern whether or not they fall under the purview of the ONC Rules. The existing ONC rules may become subject to new interpretations and may be revised or supplemented with new rules, and any application of existing, revised, or new ONC Rules or similar regulations to our business could adversely affect our financial results by
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increasing our compliance and operating costs, slowing our time to market for our solutions, and making it uneconomical to offer some products.
If any of our software applications are deemed to be a medical device regulated by the United States Food and Drug Administration (“FDA”), we may not be able to market these products and related services and may be subject to stringent penalties, product restrictions or recall.
The FDA has the authority to regulate products that meet the definition of a medical device under the Federal Food, Drug, and Cosmetic Act. To the extent that functionality or intended use in one or more of our current or future software products causes it to be regulated as a medical device under existing or future FDA laws or regulations, including the 21st Century Cures Act, which addresses, among other issues, the patient safety concerns generated by cybersecurity risks to medical devices and the interoperability between medical devices, we could be required to register these software product(s) with the FDA and undergo the applicable regulatory clearance or approval process, which may require us to conduct clinical trials. There is risk that a software product that is considered a medical device may not be authorized by the FDA or that we may not be able to market the software product during the FDA review process. In addition, registering a software product with the FDA can be a costly and timely endeavor, creating additional regulatory scrutiny for the Company, as well as additional compliance requirements with applicable United States federal laws and FDA regulations and guidance. Even after regulatory authorization, additional regulatory review may be required if a material change is made to a device. Any application of FDA regulations or guidance to our business could therefore adversely affect our financial results by increasing our operating costs, slowing our time to market for regulated software products, subjecting us to additional government oversight and regulatory inspections and making it uneconomical to offer those software products.
Legal and Tax-Related Risks
We are subject to litigation from time to time, which could have a material adverse effect on our business, financial condition and results of operations.
We participate in businesses and activities that are subject to substantial litigation. We are from time to time involved in litigation, which may include claims relating to contractual disputes, product liability, torts or personal injury, employment, antitrust, intellectual property or other commercial or regulatory matters. Additionally, if current or future government regulations are interpreted or enforced in a manner adverse to us or our business, specifically those with respect to antitrust or healthcare laws, we may be subject to enforcement actions, penalties, damages and other material limitations on our business.
Furthermore, as a public company, we may become subject to stockholder inspection demands under Delaware law, and derivative or other similar litigation that can be expensive, divert human and financial capital to less productive uses, and benefit a limited number of stockholders rather than stockholders at large. For example, the August 2020 Restructuring resulted in (i) the announcement of several investigations by private law firms of possible securities law violations; (ii) stockholder inspection demands seeking to investigate possible breaches of fiduciary duties; and (iii) the filing of a stockholder derivative complaint on March 4, 2022, captioned City of Warren General Employees’ Retirement System v. Michael Alkire, et al., Case No. 2022-0207-JTL. The complaint, purportedly brought on behalf of Premier, was filed in the Delaware Court of Chancery against our current and former Chief Executive Officers and current and certain former directors. We were named as a nominal defendant in the complaint. This matter was settled in June 2024.
From time to time, we have been named as a defendant in class action antitrust lawsuits brought by suppliers or purchasers of medical products. Typically, these lawsuits have alleged the existence of a conspiracy among manufacturers of competing products, distributors and/or operators of GPOs, including us, to deny the plaintiff access to a market for certain products, to raise the prices for products and/or to limit the plaintiff’s choice of products to buy. No assurance can be given that we will not be subjected to similar actions in the future or that any such existing or future matters will be resolved in a manner satisfactory to us or which will not harm our business, financial condition or results of operations.
We may become subject to additional litigation or governmental investigations in the future. These claims may result in material defense costs or may compel us to pay material fines, judgments or settlements, which, if uninsured, could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, certain litigation matters could adversely affect our commercial reputation, which is critical for attracting and retaining customers, suppliers and member participation in our GPO programs. Further, stockholder and other litigation may result in adverse investor perception of our company, negatively impact our stock price and increase our cost of capital.
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Failure to protect our intellectual property and claims against our use of the intellectual property of third parties could cause us to incur unanticipated expense and prevent us from providing our products and services, which could adversely affect our business, financial condition and results of operations.
Our success depends in part upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including trade secrets, copyrights and trademarks, as well as customary contractual and confidentiality protections and internal policies applicable to employees, contractors, members, customers and business partners. These protections may not be adequate, however, and we cannot assure you that they will prevent misappropriation of our intellectual property. In addition, parties that gain access to our intellectual property might fail to comply with the terms of our agreements and policies and we may not be able to enforce our rights adequately against these parties. The disclosure to, or independent development by, a competitor of any trade secret, know-how or other technology not protected by a patent could materially and adversely affect any competitive advantage we may have over such competitor. The process of enforcing our intellectual property rights through legal proceedings would likely be burdensome and expensive and our ultimate success cannot be assured. Our failure to adequately protect our intellectual property and proprietary rights could adversely affect our business, financial condition and results of operations.
In addition, we could be subject to claims of intellectual property infringement, misappropriation or other intellectual property violations as our applications’ functionalities overlap with competitive products, and third parties may claim that we do not own or have rights to use all intellectual property used in the conduct of our business or acquired by us. We could incur substantial costs and diversion of management resources defending any such claims. Furthermore, a party making a claim against us could secure a judgment awarding substantial damages as well as injunctive or other equitable relief that could effectively block our ability to provide products or services. Such claims also might require indemnification of our members or other customers at material expense.
A number of our contracts with our members and other customers contain indemnity provisions whereby we indemnify them against certain losses that may arise from third-party claims that are brought in connection with the use of our products.
Our exposure to risks associated with the protection and use of intellectual property may be increased as a result of acquisitions, as we have limited visibility into the development process of acquired entities or businesses with respect to their technology or the care taken by acquired entities or businesses to safeguard against infringement risks. In addition, third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to our acquisition thereof.
Our products and services are subject to gross receipt taxes in some states, and an increase in those taxes or the imposition of additional gross receipt or sales and use taxes on our products and services in other states could have a material adverse effect on our business, financial condition or results of operations.
Certain states impose a gross receipts tax on administrative fees we collect in connection with our GPO programs. If the amount of gross receipts taxes that we have to pay were to materially increase, either because a gross receipts tax was imposed by more states and/or at a higher tax rate than currently applicable, the profitability of our GPO programs could be materially and adversely affected as these amounts are not directly passed through to our customers. We do not pay or collect any sales and use or similar taxes in any states based on our belief that our products and services are not subject to such taxes in any states. If we were to become obligated to collect sales and use taxes in any states in connection with our GPO programs, the imposition of these taxes could also harm our business by potentially leading to a decrease in sales and the profitability of our GPO programs. Our business could similarly be harmed if states seek to impose gross receipts or sales and use taxes on a broader range of products and services than those currently so taxed, including products and services sold online.
The imposition by states of indirect taxes, such as gross receipts taxes and sales and use taxes, is a complex and evolving issue. The laws and regulations governing these taxes vary materially by tax jurisdiction and are subject varying and changing interpretations. Their applicability to our products and services requires significant judgment on an ongoing basis. Taxing authorities in states where we do not pay gross receipts taxes and do not collect sales and use taxes on our products and services could assert that such taxes are applicable.
We cannot assure you that we will not be subject to gross receipts or sales and use taxes in states where we currently believe no such taxes are required. We have previously identified certain jurisdictions where we now believe we may have been obligated to, but did not pay gross receipts taxes and are taking steps necessary to remediate those deficiencies. A successful assertion by one or more taxing authorities that we should pay gross receipts taxes or collect sales and use or other taxes on sales we have deemed nontaxable could result in tax liabilities for past and future sales, decrease our ability to compete and otherwise harm our business.
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Liability for past taxes may also include substantial interest and penalty charges as well as audit defense costs. If we are required to collect and pay back taxes (and any associated interest and penalties) and if our members or other customers fail or refuse to reimburse us for all or a portion of these amounts, we will have incurred unplanned costs that may be substantial. Moreover, imposition of such taxes on our services going forward could effectively increase the cost of such services to our members and may adversely affect our ability to retain existing members or to gain new members in the areas in which such taxes are imposed.
Changes in tax laws could materially impact our effective tax rate, income tax expense, anticipated tax benefits, deferred tax assets, cash flows and profitability.
Continued economic and political conditions in the United States could result in changes in United States tax laws beyond those enacted in connection with the Tax Cuts and Jobs Act (“TCJA”) on December 22, 2017 and the Coronavirus Aid, Relief, and Economic Security Act (“CARES”) on March 27, 2020. For example, in July 2025, the United States government enacted the One Big Beautiful Bill Act (the “2025 U.S. Tax Act), which extended or made permanent many of the corporate tax changes arising under the TCJA. While we do not anticipate the 2025 U.S. Tax Act to have a material impact to our financial condition or results of operations, further changes in tax laws could impact how United States corporations are taxed and could have a material adverse impact on our financial condition and results of operations. Although we cannot predict whether or in what form such changes will pass, if enacted into law, they could have a material impact on our effective tax rate, income tax expense, ability to fully realize anticipated tax benefits that correspond to our fixed payment obligations associated with the acceleration of our tax receivable agreement, deferred tax assets, results of operations, cash flows and profitability.
A loss of a major tax dispute could result in a higher tax rate on our earnings, which could result in a material adverse effect on our financial condition and results of operations.
Income tax returns that we file are subject to review and examination. We recognize the benefit of income tax positions we believe are more likely than not to be sustained upon challenge by a tax authority. If any tax authority successfully challenges our positions or if we lose a material tax dispute, our effective tax rate on our earnings could increase substantially and result in a material adverse effect on our financial condition.
Risks Related to Our Corporate Structure
We may not be able to realize all or a portion of the expected tax benefits that correspond to the payments we made under the Unit Exchange and Tax Receivable Agreements (the “Unit Exchange Agreements”) entered into in connection the August 2020 early termination and acceleration of the then-existing Tax Receivable Agreement (“TRA”) with certain member-owners pursuant to the Unit Exchange Agreements.
We entered into the Unit Exchange Agreements in July 2020, with a substantial majority of our member-owners. Pursuant to the terms of the Unit Exchange Agreements, we elected to terminate the then-existing TRA with those member-owners upon payment to those member-owners of the discounted present value of the tax benefit payments otherwise owed to them over a 15-year period under the TRA. As a result of the acceleration and termination of the TRA, we agreed to pay our member-owners approximately $472.6 million in aggregate, and the payments were completed in the fourth quarter of fiscal year 2025. These payments were based upon the present value of all forecasted future payments that would have otherwise been made under the TRA. These payments were fixed obligations and the aggregate amount we paid could ultimately exceed the actual tax benefits that we realize. Additionally, if our actual taxable income were insufficient or there were adverse changes in applicable law or regulations, we may be unable to realize all or a portion of these expected benefits and our cash flows and stockholders’ equity could be negatively affected.
Our certificate of incorporation and bylaws and provisions of Delaware law may discourage or prevent strategic transactions, including a takeover of our company, even if such a transaction would be beneficial to our stockholders.
Provisions contained in our certificate of incorporation and bylaws and provisions of the Delaware General Corporation Law, or DGCL, could delay or prevent a third party from entering into a strategic transaction with us, even if such a transaction would benefit our stockholders. For example, our certificate of incorporation and bylaws:
•divide our Board of Directors into three classes with staggered three-year terms, which may delay or prevent a change of our management or a change in control;
•authorize our Board of Directors to issue “blank check” preferred stock in order to increase the aggregate number of outstanding shares of capital stock and thereby make a takeover more difficult and expensive;
•do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
•do not permit stockholders to take action by written consent;
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•provide that special meetings of the stockholders may be called only by or at the direction of the Board of Directors, the chair of our Board of Directors or the chief executive officer;
•require advance notice to be given by stockholders of any stockholder proposals or director nominees;
•require a super-majority vote of the stockholders to amend our certificate of incorporation; and
•allow our Board of Directors to make, alter or repeal our bylaws but only allow stockholders to amend our bylaws upon the approval of 662/3% or more of the voting power of all of the outstanding shares of our capital stock entitled to vote.
In addition, we are subject to the provisions of Section 203 of the DGCL which limits, subject to certain exceptions, the right of a corporation to engage in a business combination with a holder of 15% or more of the corporation’s outstanding voting securities or certain affiliated persons.
These restrictions could limit stockholder value by impeding the sale of our company and discouraging potential takeover attempts that might otherwise be financially beneficial to our stockholders.
Risks Related to Our Capital Structure, Liquidity and Class A Common Stock
We may need to obtain additional financing which may not be available or may be on unfavorable terms and result in dilution to, or a diminution of the rights of, our stockholders and cause a decrease in the price of our Class A common stock.
We may need to raise additional funds in order to, among other things:
•finance unanticipated working capital requirements;
•develop or enhance our technological infrastructure and our existing products and services;
•fund strategic relationships;
•comply with new laws, regulations, rules or judicial orders;
•respond to competitive pressures; and/or
•acquire complementary businesses, assets, technologies, products or services.
Additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, our ability to fund our growth strategy, repurchase shares of Class A common stock under our share repurchase program, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond to competitive pressures would be materially limited. If we raise additional funds by issuing equity or convertible debt securities, our then-existing stockholders may be diluted and holders of these newly issued securities may have rights, preferences or privileges senior to those of our then-existing stockholders. The issuance of these securities may cause a material decrease in the trading price of our Class A common stock or the value of your investment in us.
Our inability to refinance or replace our existing credit facility at or before maturity could have a material adverse effect on our ability to fund our ongoing cash requirements. Current or future indebtedness could adversely affect our business and our liquidity position.
We have a five-year $1.0 billion unsecured revolving credit facility (the “Credit Facility”), with a maturity date of December 12, 2027. As of June 30, 2025, we had $280.0 million in outstanding borrowings under the Credit Facility. Our inability to refinance or replace our Credit Facility at or before maturity or our inability to do so on acceptable terms could have a material adverse effect on our inability to fund our ongoing working capital requirements, business strategies, acquisitions and related business investments, future cash dividend payments, if any, or repurchases of Class A common stock under any then-existing or future stock repurchase programs, if any.
Our indebtedness may increase from time to time in the future for various reasons, including fluctuations in operating results, capital expenditures, stock repurchases, and potential acquisitions. Any indebtedness we incur and restrictive covenants contained in the agreements related thereto could:
•make it difficult for us to satisfy our obligations, including making interest payments on our other debt obligations;
•limit our ability to obtain additional financing to operate our business;
•require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing our ability to use our cash flow to fund capital expenditures and working capital and other general operational requirements;
•limit our flexibility to execute our business strategy and plan for and react to changes in our business and the healthcare industry;
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•place us at a competitive disadvantage relative to some of our competitors that have less debt than us;
•limit our ability to pursue acquisitions; and
•increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in our business or the economy.
The occurrence of any one of these events could cause us to incur increased borrowing costs and thus have a material adverse effect on our cost of capital, business, financial condition and results of operations or cause a material decrease in our liquidity and impair our ability to pay amounts due on our indebtedness.
Our Credit Facility contains, among other things, restrictive covenants that will limit our and our subsidiaries’ ability to finance future operations or capital needs or to engage in other business activities. The Credit Facility restricts, among other things, our ability and the ability of our subsidiaries to incur additional indebtedness or issue guarantees, create liens on our assets, make distributions on or redeem equity interests, make investments, transfer or sell properties or other assets, and engage in mergers, consolidations or acquisitions. Furthermore, the Credit Facility includes cross-default provisions and requires us to meet specified financial ratios and tests. In addition, any debt securities we may issue or indebtedness we incur in the future may have similar or more restrictive financial or operational covenants that may limit our ability to execute our business strategies or operate our Company.
Our quarterly operating results and the trading price and volume of our Class A common stock have fluctuated in the past and may continue to fluctuate in the future, either of which could adversely affect an investment in our Class A common stock.
Our quarterly operating results have fluctuated in the past and are likely to fluctuate in the future. In addition, the trading price and volume of our Class A common stock have experienced, and may continue to experience, significant price and volume fluctuations. Our operating results (including the operating results of one or both of our operating segments) and the trading price and volume of our Class A common stock may fluctuate in response to various factors, including:
•our ability to offer new and innovative products and services;
•regulatory changes, including changes in healthcare laws;
•unforeseen legal expenses, including litigation and settlement costs;
•the purchasing and budgeting cycles of our members and other customers;
•the lengthy sales cycles for our products and services, which may cause material delays in generating revenues or an inability to generate revenues;
•pricing pressures with respect to our future sales;
•the timing and success of new product and service offerings by us or by our competitors;
•fluctuations in customer demand for enterprise licenses or SaaS-based subscriptions to our analytics technology; and the timing of enterprise analytics license agreements;
•member decisions regarding renewal or termination of their contracts and the timing of these decisions, especially those involving our larger member relationships;
•the amount and timing of costs related to the maintenance and expansion of our business, operations and infrastructure;
•the amount and timing of costs related to the development, adaptation, acquisition, or integration of acquired technologies or businesses;
•the financial condition of our current and potential new members and other customers;
•general economic and market conditions and economic conditions specific to the healthcare industry;
•the amount and timing of any write-offs of impaired assets recorded in connection with acquisitions and investments;
•the amount and timing of expenses related to significant, unusual or discrete events, which are recorded in the period in which the events occur, including litigation or other dispute-related settlement payments;
•technical difficulties or interruptions in our services;
•the impact of any future pandemics, epidemics or public health emergencies on the economy and healthcare industry; and
•the other factors described in this “Risk Factors” section of the Annual Report.
In addition, the trading price and volume of our Class A common stock have experienced, and may in the future experience, significant price and volume fluctuations due to the performance of both or potentially just one of our two operating segments. The factors described above will not necessarily affect our two segments to the same extent or even in the same manner in any particular fiscal period, and the operating performance of either of the two segments in any particular fiscal period may be
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perceived by investors as more or less important to our business and strategies and future performance. Accordingly, the separate performance of just one of our segments could lead to price and volume volatility regardless of the performance of the other segment or our consolidated results of operations and financial condition.
Because our quarterly operating results may vary materially in the future, period-to-period comparisons of our operating results may not be meaningful and you should not rely on the results of one quarter as an indication of future performance. If our quarterly results of operations fall below the expectations of securities analysts or investors, the price of the Class A common stock could decline substantially. In addition, the equity markets in general, and NASDAQ in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of individual companies such as ours. These broad market and industry factors may affect the market price of our Class A common stock adversely, regardless of our operating performance. Fluctuations and volatility in the trading price and volume of our the Class A common stock may harm the overall reputation of our organization, cause us to lose members or customers and impact our ability to raise additional capital in the future. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation often has been instituted against that company. This type of litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources, and could significantly harm our profitability and reputation.
We have in the past and may in the future be subject to short selling strategies that may drive down the market price of our Class A common stock.
Short sellers may attempt to drive down the market price of our Class A common stock. Short selling is the practice of selling securities that the seller does not own but may have borrowed with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the time the securities are borrowed and the time they are replaced, as the short seller expects to pay less in the purchase than it received in the sale. As it is in the short seller’s best interests for the price of the stock to decline, some short sellers publish, or arrange for the publication of, negative opinions or characterizations regarding the relevant issuer, its business prospects, and related matters calculated to or which may create negative market momentum. Through the use of the internet, social media, and blogging, short sellers have in the past and may in the future release so-called “research reports” that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts to publicly attack our credibility, strategy and veracity. These short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the United States and are not subject to certification requirements imposed by the SEC. Accordingly, the opinions they express may be based on distortions of actual facts, omissions, or in some cases outright fabrications. Short-seller publications may create the appearance or perception of wrongdoing, even when allegations are not substantiated, and may therefore affect the reputation or perception of a company or its management. In light of the limited risks involved in publishing such information, and the significant profits that can be made from running successful short attacks, short sellers will likely continue to issue such reports in pursuit of short-selling strategies.
Companies that are subject to short-seller allegations, even if untrue, may have to expend a significant amount of resources to investigate such allegations and/or defend themselves, including shareholder suits against the company that may be prompted by such allegations. While we intend to strongly defend our public disclosures against any short-seller attacks, in many situations we could be constrained in the manner that we are able to proceed against the relevant short seller, for example, due to principles of freedom of speech, applicable state law, issues of commercial confidentiality, and other considerations.
We may not realize anticipated benefits of any future share repurchases.
We have in the past and may in the future announce authorizations to repurchase shares of our Class A common stock, although we do not have any outstanding repurchase authorization as of the date of this Annual Report. If and when we announce such authorizations in the future, unless otherwise reported by us, the timing, manner and volume of repurchases will be determined in management's discretion based on market conditions, the market price of the Class A common stock, applicable legal requirements, potential alternative opportunities for investment of capital, and other factors. The trading price and volume of our Class A common stock could experience volatility in response to the announcement of future repurchase authorizations and/or the timing and amount of additional repurchases pursuant to any such future authorizations. We cannot guarantee that we will repurchase any additional shares pursuant to any future repurchase authorizations, and there can be no assurance that any share repurchases will enhance stockholder value. Repurchasing our Class A common stock (including repurchases we have made under prior repurchase authorizations) reduces the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or investments, other business opportunities, and other general corporate projects.
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If we fail to maintain an effective system of integrated internal controls, we may not be able to report our financial results accurately, we may determine that our prior financial statements are not reliable, or we may be required to expend material financial and personnel resources to remediate any weaknesses, any of which could have a material adverse effect on our business, financial condition and results of operations.
Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and attestations of the effectiveness of internal controls by independent auditors. Maintaining effective internal controls has been and will continue to be costly and may divert management’s attention.
We have identified material weaknesses in our internal controls over financial reporting in the past. Our future evaluation of our internal controls over financial reporting may identify additional material weaknesses that may cause us to (i) be unable to report our financial information on a timely basis or (ii) determine that our previously issued financial statements should no longer be relied upon because of a material error in such financial statements, and thereby result in adverse regulatory consequences, including sanctions by the SEC, violations of NASDAQ listing rules or stockholder litigation. In the event that we identify a material weakness in our internal control over financial reporting that resulted in an error in previously-reported financial statements, we may need to amend such financial statements, and we would be required to implement a remediation plan to address the identified weakness, which would likely result in our expending material financial and personnel resources. The occurrence of such events could result in a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements, could materially adversely affect our business, financial condition and results of operations and could also lead to a decline in the price of our Class A common stock.
There can be no assurance we will pay dividends on our Class A common stock at current levels or at all, and failure to pay any such dividends could have a material adverse impact on our stock price and your investment in Premier.
Since September 2020, we have paid quarterly cash dividends on our Class A common stock. The continued payment of dividends and the rate of any such dividends will be at the discretion of our Board of Directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated capital requirements and cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. If we cease paying dividends, we could experience a material adverse impact on our stock price and your investment could materially decline, and as a result, capital appreciation in the price of our Class A common stock, if any, may be your only source of gain on an investment in our Class A common stock.
Our future issuance of common stock, preferred stock, limited partnership units or debt securities could have a dilutive effect on our common stockholders and adversely affect the market value of our Class A common stock.
In the future, we could issue a material number of shares of Class A common stock, which could dilute our existing stockholders materially and have a material adverse effect on the market price for the shares of our Class A common stock. Furthermore, the future issuance of shares of preferred stock with voting rights may adversely affect the voting power of our common stockholders, either by diluting the voting power of our Class A common stock if the preferred stock votes together with the common stock as a single class or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our Class A common stock. The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Class A common stock by making an investment in the Class A common stock less attractive. In addition to potential equity issuances described above, we also may issue debt securities that would rank senior to shares of our Class A common stock.
Upon our liquidation, holders of our preferred shares, if any, and debt securities and instruments will receive a distribution of our available assets before holders of shares of our Class A common stock. We are not required to offer any such additional debt or equity securities to existing stockholders on a preemptive basis. Therefore, additional issuances of our Class A common stock, directly or through convertible or exchangeable securities, warrants or options, will dilute the holders of shares of our existing Class A common stock and such issuances, or the anticipation of such issuances, may reduce the market price of shares of our Class A common stock. Any preferred shares, if issued, would likely have a preference on distribution payments, periodically or upon liquidation, which could limit our ability to make distributions to holders of shares of our Class A common stock. Because our decision to issue debt or equity securities or otherwise incur debt in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future capital raising efforts.
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Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management Strategy
We have a comprehensive cybersecurity risk management strategy to assess, identify, and manage material risks from cybersecurity threats. The core of this strategy is our digital risk and security program, which is integrated into our overall enterprise risk framework and is based on industry standards and established frameworks such as National Institute of Standards and Technology (NIST) and other guidelines. Our program is designed to help protect our systems, data, and operations from potential cyber threats, ensure the continuity of business operations, ensure we comply with applicable laws and regulations, and meet our commitments to our members, customers, suppliers, employees, and other stakeholders.
We employ a comprehensive, cross-functional approach to our cybersecurity strategy across our technology, legal, compliance, risk, finance, and other teams to assess, identify, and manage cybersecurity threats and respond to cybersecurity incidents when they occur. This integration helps ensure that the breadth of potential impacts from cybersecurity risks are considered and that our approach to managing these risks is consistent and coordinated across teams within our business. Through our digital risk and security program, our cybersecurity risk is regularly evaluated, and we regularly report this assessment of our cybersecurity risk to our executive management team and to the Audit and Compliance Committee and the Board of Directors.
We have devoted, and expect to continue devoting, significant financial and personnel resources to maintain and improve our digital risk and security program.
Cybersecurity Tools
Our digital risk and security program deploys technical safeguards designed to help protect our information systems from cybersecurity threats. Such safeguards are regularly evaluated and improved based on vulnerability assessments, cybersecurity threat intelligence, and incident response experience.
Risk Assessment; Third Party Assessments and Audits
We use a combination of internal resources and external assessors, consultants, and auditors to conduct our cybersecurity risk assessments. At least annually, we conduct cybersecurity risk assessments that take into account information from internal stakeholders, known information security vulnerabilities, and information from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and evaluations by third parties and consultants). We examine our cybersecurity controls, capabilities, programs, operating effectiveness, and incident response preparedness against industry standards and established frameworks, such as NIST and other guidelines. These assessments, which include third party audits for certain aspects of our cybersecurity, examine our end-to-end security practices, including data centers, infrastructure, and operations, and cover both physical as well as digital environments. Material results of assessments and audits are reported to our executive management team, the Audit and Compliance Committee, and the Board of Directors. The results of the assessment and audits are used to drive alignment on, and prioritization of, initiatives to enhance our cybersecurity, and we seek to adjust our cybersecurity strategies and resources accordingly. We have also obtained certain industry certifications and attestations that demonstrate our dedication to protecting the data our members, customers, suppliers, employees, and other stakeholders.
Incident Response Planning
We have established an Incident Response Policy for identifying, responding to, containing, eradicating, and recovering from security breaches and other cybersecurity incidents, as well as communicating with relevant stakeholders. Our Incident Response Policy sets forth incident response and communication responsibilities for our employees, management, and Board of Directors. We regularly test and evaluate the effectiveness of the policy as part of our cybersecurity assessments described above.
Third-Party Vendors
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Education and Awareness
We promote a culture of security awareness among our employees, and our policies require each of our employees to contribute to our cybersecurity efforts. We regularly remind employees of the importance of handling and protecting the data of members, customers, suppliers, employees, and others, including through our Security Awareness Training Program delivered to new hires and on an annual basis. This training, which includes regular "phishing" exercises, is designed to enhance employee awareness of how to detect, respond to, and report potential cybersecurity threats as well as best behavioral practices to mitigate the risk of becoming subject to a cybersecurity incident.
Governance
Board of Directors Oversight
The full Board of Directors receives updates from the Audit and Compliance Committee on its oversight of cybersecurity risk on a quarterly basis or more frequently as needed. In addition, the full Board of Directors also receives periodic briefings from management on the digital risk and security program.
Management’s Role
Our information technology team monitors, identifies, and classifies potential cybersecurity incidents or threats and is responsible for notifying members of the DRM group of such matters as appropriate based on risk to our organization. Upon learning of any material incidents or threats, the members of the DRM group are responsible for informing our executive leadership, other functional teams, and the Audit and Compliance Committee or Board of Directors, as appropriate.
Risks from Cybersecurity Threats
As of the date of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition; however, see “Item 1A. Risk Factors” in this Annual Report for a discussion of effects that a cybersecurity threat or incident could have on our business strategy, results of operations, or financial condition. We cannot provide assurances that we will not experience cybersecurity incidents in the future or that any future cybersecurity incidents will not materially affect us, including our business strategy, results of operations, or financial condition.
Item 2. Properties
As of June 30, 2025, we occupied our former Charlotte, North Carolina headquarters under a lease which was set to expire in 2026. During fiscal year 2025, we entered into a modification of this lease providing for our transition from the former headquarters to new headquarters also in Charlotte, North Carolina with an initial lease term of approximately eight years. We commenced operating in the new headquarters in July 2025. As a result, during the year ended June 30, 2025, the Company had commitments arising from the new lease that had not yet commenced. We also lease or sublease eight smaller facilities across
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six states. We believe that our headquarters, as well as our smaller leased facilities, are suitable for our use and are, in all material respects, adequate for our present and expected needs, and will continue to evaluate our real estate needs.
We generally conduct the operations of our Supply Chain Services segment and our Performance Services segment across our property locations. See Note 17 - Commitments and Contingencies to the accompanying consolidated financial statements for more information about our operating leases.
Item 3. Legal Proceedings
We operate businesses that are subject to substantial litigation from time to time. We are periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include claims relating to contractual disputes, product liability, tort or personal injury, employment, antitrust, intellectual property, or other commercial or regulatory matters. If current or future government regulations are interpreted or enforced in a manner adverse to us or our business, including without limitation those with respect to antitrust or healthcare laws, we may be subject to enforcement actions, penalties, damages, and material limitations on our business.
From time to time we have been named as a defendant in class action antitrust lawsuits brought by suppliers or purchasers of medical products. Typically, these lawsuits have alleged the existence of a conspiracy among manufacturers of competing products, distributors and/or operators of group purchasing organizations, including us, to deny the plaintiff access to a market for certain products, to raise the prices for products and/or limit the plaintiff’s choice of products to buy. We believe that we have at all times conducted our business affairs in an ethical and legally compliant manner and have successfully resolved all such actions. No assurance can be given that we will not be subjected to similar actions in the future or that any such existing or future matters will be resolved in a manner satisfactory to us or which will not harm our business, financial condition or results of operations.
Additional information relating to certain legal proceedings in which we are involved is included in Note 17 - Commitments and Contingencies, to the accompanying consolidated financial statements, which is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Class A common stock (“Common Stock”) is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “PINC.”
Based on the records of our Common Stock transfer agent, as of August 14, 2025, there were 82,549,641 shares of our Common Stock issued and outstanding, held by 81 holders of record. Because a substantial portion of our Common Stock is held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial owners currently holding our Common Stock.
Dividend Policy
During fiscal year 2025, our Board of Directors declared regular quarterly cash dividends of $0.21 per share on our outstanding shares of Common Stock, which were paid on or about September 15, 2024, December 15, 2024, March 15, 2025 and June 15, 2025.
On August 17, 2025, our Board of Directors declared a quarterly cash dividend of $0.21 per share, payable on September 15, 2025 to stockholders of record on September 1, 2025.
We expect quarterly dividends to be paid in the third month of each fiscal quarter. The declaration of any future cash dividends, and the setting of record and payment dates as well as the per share amounts, will be at the discretion of our Board of Directors each quarter after consideration of various factors, including our results of operations, financial condition, capital requirements, earnings, general business conditions, restrictions imposed by our current Credit Facility, and any future financing arrangements, legal restrictions on the payment of dividends, and other factors our Board of Directors deems relevant.
Recent Sales of Unregistered Securities
We did not engage in any sales of unregistered securities during the fiscal year ended June 30, 2025.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by Item 201(d) of Regulation S-K is provided under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Compensation Plan Information,” incorporated herein by reference.
Purchase of Equity Securities
No shares of Common Stock were repurchased during the three months ended June 30, 2025.
Company Stock Performance
The performance graph below shows a five-year comparison of the total cumulative return, assuming reinvestment of all dividends, had $100 been invested at the close of business on June 30, 2020, in each of:
•our Common Stock;
•the NASDAQ Composite stock index (“NASDAQ Composite Index”);
•a customized peer group of companies previously used by us (the “Prior Peer Group”); and
•a customized peer group of thirteen companies selected by us that we believe is better aligned with our company (the “Peer Group”).
We have used the Peer Group, a group selected in good faith and used by our Compensation Committee of the Board of Directors (“Compensation Committee”) for peer comparison benchmarking purposes because we believe this group provides an accurate representation of our peers. Our Compensation Committee reviewed and selected the companies in our fiscal year 2025 Peer Group in April 2024 in consultation with its independent compensation consultant, and used the Peer Group for analyzing fiscal year 2025 compensation. Our Compensation Committee reviews our peer group on an annual basis and reconfigures our peer group as it deems necessary in consultation with its independent compensation consultant to ensure that the size and composition of the peer group remains appropriate.
The Peer Group graph line consists of the following 12 companies: AMN Healthcare Services, Inc., ASGN Incorporated, Dentsply Sirona, Inc., Envista Holdings Corporation, Evolent Health, Inc., FTI Consulting Inc., Huron Consulting Group Inc.,
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ICF International, Inc., Omnicell Inc., Owens & Minor Inc., Pediatrix Medical Group Inc., and Veradigm Inc. Our fiscal year 2025 peer group was modified from our fiscal year 2024 peer group by adding Envista Holdings Corporation and ICF International, Inc. and removing Amedisys, Inc. Both Patterson Companies, Inc. and R1 RCM Inc. were part of our Peer Group and Prior Peer Group; however, during our fiscal year 2025, these companies were acquired and are no longer public companies. Therefore, they were not included in the graph below.
The information contained in the performance graph below shall not be deemed “soliciting material” or to be “filed” with the SEC nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent we specifically incorporate it by reference into such filing.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Common Stock. Research Data Group, Inc. provided the data for the indices presented below. We assume no responsibility for the accuracy of the indices’ data, but we are not aware of any reason to doubt its accuracy.
Value of Investment as of June 30(a): | ||||||||||||||||||||
| Company/Index Name | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||
Premier, Inc. Class A Common Stock | $ | 100.00 | $ | 103.79 | $ | 108.78 | $ | 86.64 | $ | 60.92 | $ | 74.48 | ||||||||
NASDAQ Composite Index | $ | 100.00 | $ | 145.23 | $ | 111.21 | $ | 140.28 | $ | 181.81 | $ | 210.31 | ||||||||
| Prior Peer Group | $ | 100.00 | $ | 161.29 | $ | 127.63 | $ | 118.43 | $ | 92.72 | $ | 71.64 | ||||||||
| Peer Group | $ | 100.00 | $ | 172.63 | $ | 149.47 | $ | 140.55 | $ | 105.81 | $ | 80.78 | ||||||||
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(a)Assumes $100 invested on June 30, 2020, including reinvestment of dividends for periods from 2020-2025. We began paying cash dividends in September 2020.
We will neither make nor endorse any predictions as to future stock performance or whether the trends depicted in the graph above will continue or change in the future. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Item 6. Reserved
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report. This discussion is designed to provide the reader with information that will assist in understanding our consolidated financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our consolidated financial statements. In addition, the following discussion includes certain forward-looking statements. For a discussion of important factors, including the continuing development of our business and other factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contained in this Annual Report.
Business Overview
Our Business
Premier, Inc. (“Premier,” the “Company,” “we” or “our”) is a leading technology-driven healthcare improvement company, providing solutions to healthcare providers in the United States. Playing a critical role in the rapidly evolving healthcare industry, Premier unites providers, suppliers, and payers to make healthcare better with national scale, smarter with actionable intelligence and faster with novel technologies. Premier offers integrated data and analytics, collaboratives, supply chain solutions, consulting and other services in service of our mission to improve the health of communities. We partner with hospitals, health systems, physicians, employers, product suppliers, service providers, payers, and other healthcare providers and organizations with the common goal of improving and innovating in the clinical, financial, and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry. We deliver value through a comprehensive technology-enabled platform that offers critical supply chain services, clinical, financial, operational, and value-based care software-as-a-service (“SaaS”) as well as clinical and enterprise analytics licenses, consulting services, performance improvement collaborative programs, and procure-to-pay functionalities which include digital supply chain market insights and digital invoicing and payment automation processes for healthcare suppliers and providers. We also continue to expand our capabilities to more fully address and coordinate care improvement and standardization in the payer and life sciences markets. We also provide some of the various products and services noted above to non-healthcare businesses.
| Year Ended June 30, | |||||||||||
in thousands | 2025 | 2024 | |||||||||
| Net revenue | $ | 1,012,647 | $ | 1,136,009 | |||||||
Net income from continuing operations | 72,734 | 104,219 | |||||||||
| Non-GAAP Adjusted EBITDA | 253,120 | 388,985 | |||||||||
Net revenue and net income from continuing operations are financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA is not in conformity with GAAP and is considered a non-GAAP financial measure (“Non-GAAP”). See “Our Use of Non-GAAP Financial Measures” and “Results of Operations” below for a discussion of our use of Non-GAAP Adjusted EBITDA and a reconciliation of net income to Non-GAAP Adjusted EBITDA.
Strategic Review
In February 2024, we announced that our Board of Directors concluded its exploration of strategic alternatives. As part of the strategic review process, the Board of Directors authorized us to seek partners for some or all of our holdings in Contigo Health, LLC (“Contigo Health”), our subsidiary focused on providing comprehensive services that optimize employee health benefits, and SVS LLC d/b/a S2S Global (“S2S Global”), our direct sourcing subsidiary.
On October 1, 2024, our wholly owned subsidiary, Premier Supply Chain Improvement, LLC exchanged all of its holdings in S2S Global for 9,375,000 limited partnership units, or a 20% minority interest, in Prestige Ameritech, Ltd. (“Prestige”) (the “S2S Divestiture”). This minority interest ownership is in addition to our existing indirect investment in Prestige, increasing our total ownership interest (direct and indirect) in Prestige to approximately 24% in the aggregate. Pursuant to the S2S Divestiture, PRAM Holdings, LLC (“PRAM”) recognized a gain on its equity value directly tied to the S2S Divestiture of $12.8 million in continuing operations. With the $52.6 million loss in discontinued operations, the net impact associated with the divestiture was $39.8 million. We met the criteria for classifying certain assets and liabilities of the direct sourcing business as a discontinued operation as of September 30, 2024. Accordingly, unless otherwise indicated, information in this Annual Report has been retrospectively adjusted to reflect continuing operations for all periods presented. See Note 4 - Discontinued Operations and Exit Activities to the accompanying consolidated financial statements for further information.
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On January 16, 2025, Contigo Health sold certain assets and liabilities associated with its wrap network business for a purchase price of $15.0 million, subject to working capital and other customary adjustments, to Direct Pay AG. During the year ended June 30, 2025, we recorded a gain on the sale of these certain assets and liabilities of $13.9 million. We continue to own and operate Contigo's remaining businesses, including its center of excellence and third party administrative services. However, we expect that these remaining businesses will be substantially, if not entirely, transitioned to partners or wound down by December 31, 2025.
In February 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding Class A common stock (“Common Stock”) (“Share Repurchase Authorization”). Additionally, in February 2024, under the Share Repurchase Authorization, we entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with Bank of America, N.A. (“Bank of America”) to repurchase an aggregate of $400.0 million of shares of our Common Stock, which was completed on July 11, 2024. On August 20, 2024, we announced that our Board of Directors approved execution of another $200.0 million of Common Stock repurchases under the Share Repurchase Authorization, which was completed on January 6, 2025. In February 2025, we announced that our Board of Directors approved two accelerated share repurchase agreements (the “2025 ASR Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”), under the Share Repurchase Authorization, to repurchase an aggregate of $200.0 million of shares of our Common Stock. Final settlement of the transactions under the 2025 ASR Agreements was completed on August 18, 2025. The Share Repurchase Authorization expired on June 30, 2025, and accordingly we will not make any repurchases under the authorization in addition to the $800 million of repurchases described above. Refer to “Share Repurchase Authorization” within “Contractual Obligations” section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for more information.
Our Business Segments
Our business model and solutions are designed to provide our members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in our enterprise data warehouse, mitigate the risk of innovation, and disseminate best practices that will help our members and other customers succeed in their transformation to higher quality and more cost-effective healthcare. We deliver our integrated platform of solutions that address the areas of clinical intelligence, margin improvement, and value-based care through two business segments: Supply Chain Services and Performance Services.
Segment net revenue was as follows (in thousands):
| Year Ended June 30, | % of Net Revenue | ||||||||||||||||||||||||||||||||||
| Net revenue: | 2025 | 2024 | Change | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Supply Chain Services | $ | 631,039 | $ | 689,368 | $ | (58,329) | (8) | % | 62 | % | 61 | % | |||||||||||||||||||||||
| Performance Services | 381,608 | 446,641 | (65,033) | (15) | % | 38 | % | 39 | % | ||||||||||||||||||||||||||
| Segment net revenue | $ | 1,012,647 | $ | 1,136,009 | $ | (123,362) | (11) | % | 100 | % | 100 | % | |||||||||||||||||||||||
Our Supply Chain Services segment includes one of the largest national healthcare group purchasing organization (“GPO”) programs in the United States, serving acute and continuum of care sites and providing supply chain co-management, and financial support services through our procure-to-pay functionalities which include digital supply chain market insights and digital invoicing and payables automation business. Beginning in fiscal year 2025, our digital invoicing and payables automation business is reported as a component of our Supply Chain Services segment to align with our strategy and operations. For comparability purposes, fiscal year 2024 financial measures are presented with our digital invoicing and payables automation business as a component of Supply Chain Services.
Our Performance Services segment consists of our technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement, and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer, and life sciences markets.
Acquisition of IllumiCare, Inc.
On June 13, 2025, we acquired through our wholly owned subsidiary Premier Healthcare Solutions, Inc. 100% of the issued and outstanding capital stock in IllumiCare, Inc (“IllumiCare”) for a preliminary adjusted purchase price of $47.5 million, net of cash acquired, and subject to certain customary post-closing adjustments (“IllumiCare acquisition”). We paid $39.8 million with cash on hand, net of cash acquired, of which $4.5 million was placed in escrow to secure primarily certain indemnification obligations of the former IllumiCare owners. The acquisition agreement provides for potential additional contingent earn-out payments to the former IllumiCare owners of up to $15.0 million over a three-year period based upon achievement of certain
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specified post-closing business performance goals. IllumiCare is reported as part of the Performance Services Segment. See Note 3 - Business Acquisitions to the accompanying consolidated financial statements for further information.
Market and Industry Trends and Outlook
We expect that certain trends and economic or industrywide factors will continue to affect our business, in both the short- and long-term. We have based our expectations described below on assumptions made by us and on information currently available to us. To the extent our underlying assumptions about, or interpretation of, available information prove to be incorrect, our actual results may vary materially from our expected results. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”
Trends in the United States healthcare market as well as the broader United States and global economy affect our revenues and costs in the Supply Chain Services and Performance Services segments. The trends we see affecting our current business include the impact of inflation on the broader economy, the significant increase to input costs in healthcare, including the rising cost of labor, and the impact of the implementation of current or future healthcare legislation. Implementation of healthcare legislation could be disruptive for Premier and our customers, impacting revenue, reporting requirements, payment reforms, shift in care to the alternate site market, and increased data availability and transparency. To meet the demands of this environment, there will be increased focus on scale and cost containment, and healthcare providers will need to measure and report on and bear financial risk for outcomes. Over the long-term, we believe these trends will result in increased demand for our Supply Chain Services and Performance Services solutions in the areas of cost management, quality and safety, and value-based care; however, there are uncertainties and risks that may affect the actual impact of these anticipated trends, expected demand for our services, or related assumptions on our business. See “Cautionary Note Regarding Forward-Looking Statements” for more information.
Impact of Tariffs
The Trump administration has recently implemented, or threatened to implement, significant new and increased tariffs on certain industries and countries. While the specifics of these tariffs are still evolving, the implementation of new or increased tariffs on medical supplies, equipment, pharmaceuticals, and other products may adversely affect our suppliers’ pricing structures or operational capabilities, leading to higher procurement costs for our members and other customers, potentially resulting in reduced purchasing power, changes in sourcing decisions, and margin pressure throughout their supply chains. We continue to monitor tariff developments and are working to continue to build resiliency within our portfolio and diversification of suppliers to mitigate the financial impact on our members and other customers. See “Item 1A. Risk Factors” in this Annual Report for further discussion on the risks related to tariffs.
Impact of Inflation
While the United States inflation rate has declined from its peak in calendar year 2022, the United States economy is still experiencing elevated rates of inflation. We believe that we have continued to limit the impact of inflation on our members and believe that we maintain lower inflation impacts across our diverse product portfolio than national levels. However, in certain areas of our business, there is still some level of risk and uncertainty for our members and other customers as labor costs, raw material costs and availability, higher interest rates, and inflation continue to pressure supplier pricing.
We continue to evaluate the contributing factors which have led to adjustments to selling prices. We are continuously working to manage price increases as market conditions change. The impact of inflation on our aggregated product portfolio is partially mitigated by contract term price protection for a large portion of our portfolio.
Furthermore, while the Federal Reserve may seek to reduce market interest rates, they may continue to be elevated, increasing the cost of borrowing under our Credit Facility (as defined in Note 10 - Debt and Notes Payable to the accompanying consolidated financial statements) as well as impacting our results of operations, financial condition, and cash flows.
See “Risk Factors - Risks Related to Our Business Operations” in this Annual Report.
Geopolitical Tensions
Geopolitical tensions continue to affect the global economy and financial markets, as well as exacerbate ongoing economic challenges, including issues such as rising inflation, energy costs, logistics costs, tariffs, and global supply-chain disruption.
We continue to monitor the impacts of geopolitical tensions on macroeconomic conditions and prepare for any implications they may have on member demand, our suppliers’ ability to deliver products, cybersecurity risks, and our liquidity and access to capital. See “Risk Factors - Risks Related to Our Business Operations” in this Annual Report.
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Critical Accounting Policies and Estimates
Below is a discussion of our critical accounting policies and estimates. These and other significant accounting policies are set forth under Note 2 - Significant Accounting Policies to the accompanying consolidated financial statements for more information.
Business Combinations
We account for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration are generally recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related costs are recorded as expenses in the Consolidated Statements of Income and Comprehensive Income.
Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Third-party consultants are often engaged to assist management in determining the fair values of certain assets acquired and liabilities assumed. In the absence of a third-party report, we use internal valuation estimates based on pertinent data from comparable prior acquisitions. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's life cycle, and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.
Goodwill
Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. We perform our annual goodwill impairment testing on the first day of the last fiscal quarter of our fiscal year unless impairment indicators are present, which could require an interim impairment test.
Under accounting rules, we may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of our most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates, and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then we are required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any.
A goodwill impairment charge is recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value. We determine the fair value of a reporting unit using a discounted cash flow analysis as well as market-based approaches. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions.
Based on our interim analysis as of December 31, 2024, we determined impairment indicators were present and the carrying value of our Informatics and Technology Services (“ITS”) reporting unit would more likely than not exceed its fair value. We performed a quantitative assessment on our ITS reporting unit which resulted in $126.8 million in goodwill impairment losses recognized during the second quarter of fiscal year 2025. No triggering events were identified as of June 30, 2025 that would indicate the fair value of the ITS reporting unit was below its carrying value. The ITS reporting unit continues to have a heightened risk of future impairments if any assumptions, estimates, or market factors change unfavorably in the future. We continue to closely monitor any events, circumstances, or changes in this business that might imply a reduction in the estimated fair value and may lead to additional goodwill impairment. Refer to Note 9 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further information on the impairment loss recognized in fiscal 2025.
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Revenue Recognition
We account for a contract with a customer when the parties are committed to perform their respective obligations, the rights of the parties, including payment terms, are identified, the contract has commercial substance, and consideration is probable of collection.
Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which we expect to be entitled in exchange for transferring those products or services. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. Our contracts may include terms that could cause variability in the transaction price, including, for example, revenue share, rebates, discounts, and variable fees based on performance.
We only include estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management to make complex, difficult, or subjective judgments, and to make estimates about the effect of matters that are inherently uncertain. As such, we may not be able to reliably estimate variable fees based on performance in certain long-term arrangements due to uncertainties that are not expected to be resolved for a long period of time or when our experience with similar types of contracts is limited. Estimates of variable consideration and the determination of whether to include estimated amounts of consideration in the transaction price are based on information (historical, current, and forecasted) that is reasonably available to us, taking into consideration the type of customer, the type of transaction, and the specific facts and circumstances of each arrangement. Additionally, management performs periodic analyses to verify the accuracy of estimates for variable consideration.
Although we believe that our approach in developing estimates and reliance on certain judgments and underlying inputs is reasonable, actual results could differ which may result in exposure of increases or decreases in revenue that could be material.
Performance Obligations
A performance obligation is a promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the promise to transfer individual goods or services is not separately identifiable from other promises, and therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple deliverable arrangements (licensing, subscription, consulting services, etc.).
Net Administrative Fees Revenue
Net administrative fees revenue is a single performance obligation earned through a series of distinct daily services and includes maintaining a network of members to participate in the group purchasing program and providing suppliers efficiency in contracting and access to our members. Revenue is generated through administrative fees received from suppliers and is included in net administrative fees revenue in the accompanying Consolidated Statements of Income and Comprehensive Income.
Through our GPO programs, we aggregate member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay us administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts we have negotiated. Administrative fees are variable consideration and are recognized as earned based upon estimated purchases by our members utilizing analytics based on historical member spend and updates for current trends and expectations. Administrative fees are estimated due to the difference in timing of when a member purchases on a supplier contract and when we receive the purchasing information. Member and supplier contracts substantiate persuasive evidence of an arrangement. We do not take title to the underlying equipment or products purchased by members through our GPO supplier contracts. Administrative fee revenue receivable is included in contract assets in the accompanying Consolidated Balance Sheets.
Generally, we record a revenue share to members equal to a percentage of gross administrative fees, which is estimated according to the members’ contractual agreements with us using a portfolio approach based on historical revenue fee share percentages and adjusted for current or anticipated trends. Revenue share is recognized as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue, and the corresponding revenue share liability is included in revenue share obligations in the accompanying Consolidated Balance Sheets.
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Software Licenses, and Other Services and Support Revenue
We generate software licenses and other services and support revenue through Supply Chain Services and Performance Services.
Within Supply Chain Services, revenue is generated through the GPO, supply chain co-management, and procure-to-pay business.
GPO. GPO revenue generating activities include revenue from technology solutions and from additional services provided to suppliers.
Supply Chain Co-Management. Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed.
Procure-to-Pay. Revenue for the procure-to-pay business primarily consists of fees from healthcare suppliers and providers as well as members and other customers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced after services have been provided.
Performance Services revenue consists of revenue generated through our technology and services platform. The main sources of revenue under technology and services platform are (i) subscription agreements to our SaaS-based clinical intelligence, margin improvement, and value-based care products, (ii) licensing revenue, (iii) professional fees for consulting services, and (iv) other miscellaneous revenue including data licenses, annual subscriptions to our performance improvement collaboratives, insurance services management fees, and commissions from endorsed commercial insurance programs.
SaaS-based Products Subscriptions: SaaS-based clinical analytics subscriptions include the right to access the Company’s proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care, and provider analytics. SaaS arrangements create a single performance obligation for each subscription within the contract in which the nature of the obligation is a stand-ready obligation, and each day of service meets the criteria for over time recognition. Pricing varies by application and size of healthcare system. Clinical analytics products subscriptions are generally three- to five-year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis, and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member’s data set in order to access and transfer member data into the Company’s hosted SaaS-based clinical analytics products. Implementation is generally 60 to 240 days following contract execution before the SaaS-based clinical analytics products can be fully utilized by the member.
Software Licenses: Enterprise analytics licenses include term licenses that generally range from three to ten years and offer clinical analytics products, improvements in cost management, quality and safety, value-based care, and provider analytics. Pricing varies by application and size of healthcare system. Revenue on licensing is recognized upon delivery of the software code, and revenue from hosting and maintenance is recognized ratably over the life of the contract.
Consulting Services: Consulting services are provided under contracts whose terms vary according to the specific nature of each engagement. These services typically include general consulting, report-based consulting and margin improvement initiatives. Promised services under such consulting engagements are typically not considered distinct and are regularly combined and accounted for as one performance obligation. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees, the performance guarantees are estimated and accounted for as a form of variable consideration when determining the transaction price. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Occasionally, the Company’s entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous benefit provided to the Company’s customers.
Consulting arrangements can require estimates for the transaction price and estimated number of hours within an engagement. These estimates are based on the expected value which is derived from outcomes from historical contracts that
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are similar in nature and forecasted amounts based on anticipated savings for the new agreements. The transaction price is generally constrained until the target transaction price becomes more certain.
Other Miscellaneous Revenue:
•Revenue from data licenses which provide customers data from the Technology and Services Platform healthcare database is recognized upon delivery of the data.
•Revenue from performance improvement collaboratives that support the Company’s offerings in cost management, quality and safety, and value-based care is recognized over the service period as the services are provided, which is generally one to three years. Performance improvement collaboratives revenue is considered one performance obligation and is generated by providing customers access to online communities whereby data is housed and available for analytics and benchmarking.
•Insurance services management fees are recognized in the period in which such services are provided. Commissions from insurance carriers for sponsored insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations.
Multiple Deliverable Arrangements
We enter into agreements where the individual deliverables discussed above, such as SaaS subscriptions, term licenses, and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately one to five years after the applicable contract execution date. On occasion, agreements may range up to 10 years. We use judgment in determining the stand-alone selling price (“SSP”) for products and services. Revenue, including both fixed and variable consideration, is allocated to the individual performance obligations within the arrangement based on the SSP. We typically establish a SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, we apply observable inputs using the value relationship between support and term license, and the average economic life of our products.
We also enter into agreements that bundle GPO services with technology and consulting services. These agreements typically provide for sharing of administrative fees received from suppliers and rebates paid to members, or net administrative fees, as well as fees from members for their access to or use of technology or consulting services.
The overall estimated transaction price, including net administrative fees and any fees for technology or consulting services, is allocated based on their respective SSP as part of an initial scoping to bifurcate the net administrative fees from the other components in the bundle. We use judgment in determining the SSP for net administrative fees, technology, and services and typically establish a range for each area, which is reassessed on a periodic basis or when facts and circumstances change. Following this scoping allocation, the amount allocated to each component is recognized as revenue as described above.
Software Development Costs
Costs associated with internally-developed computer software that are incurred prior to reaching technological feasibility are considered research and development and expensed as incurred. These costs consist of employee-related compensation and benefit expenses and third-party consulting fees of technology professionals. During the development stage and once the project has reached technological feasibility, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income, based on the software’s end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software.
Income Taxes
We account for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. We provide a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized.
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We prepare and file tax returns based on interpretations of tax laws and regulations. Our tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest, and penalty assessments by these taxing authorities.
In determining our tax expense for financial reporting purposes, we establish a reserve when there are transactions, calculations, and tax filing positions for which the tax determination is uncertain and it is more likely than not that such positions would not be sustained upon examinations.
We adjust tax reserve estimates periodically based on the changes in facts and circumstances, such as ongoing examinations by, and settlements with, varying taxing authorities, as well as changes in tax laws, regulations, and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax reserve and related estimated interest charges that are considered appropriate. Our policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense.
New Accounting Standards
New accounting standards that we have recently adopted as well as those that have been recently issued but not yet adopted by us, if any, are included in Note 2 - Significant Accounting Policies to the accompanying consolidated financial statements, which is incorporated herein by reference.
Key Components of Our Results of Operations
Net Revenue
Net revenue consists of net administrative fees revenue, software licenses, and other services and support revenue.
Supply Chain Services
Supply Chain Services revenue is comprised of:
•net administrative fees revenue which consists of gross administrative fees received from suppliers, reduced by the revenue share paid to members; and
•software licenses, and other services and support revenue which consist of supply chain co-management and fees from healthcare suppliers and providers associated with the procure-to-pay business.
The success of our Supply Chain Services revenue streams is influenced by our ability to negotiate favorable contracts with suppliers and members, the number of members that utilize our GPO supplier contracts and the volume of their purchases, the impact of changes in the defined allowable reimbursement amounts determined by Medicare, Medicaid, and other managed care plans, and the impact of competitive pricing. We believe that some of our GPO competitors may offer higher revenue share arrangements to some of their customers compared to our average arrangements. As we have renewed certain GPO member contracts during fiscal years 2024 and 2025, competitive pressure has resulted in increases to our average fee share paid to members, a trend that is expected to continue, particularly as we continue to renew GPO member contracts that were extended at the time of our August 2020 Restructuring. As of June 30, 2025, member agreements representing approximately 20% of the gross administrative fees associated with the member agreements extended in 2020 still need to be addressed. We expect to address the majority of these remaining member agreements in fiscal year 2026.
Performance Services
Performance Services revenue is comprised of the following software licenses and other services and support revenue:
•healthcare information technology license and SaaS-based clinical intelligence, margin improvement, and value-based care products subscriptions, license fees, professional fees for consulting services, data licenses, performance improvement collaborative and other service subscriptions, and insurance services management fees and commissions from endorsed commercial insurance programs under our technology and services platform.
Our Performance Services growth will depend upon the expansion of services to new and existing members and other customers and renewal of existing subscriptions to our SaaS and licensed software products.
Cost of Revenue
Cost of revenue consists of cost of services and software licenses revenue.
Cost of services and software licenses revenue includes expenses related to employees, consisting of compensation- and benefits-related costs, and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and other customers, and implementation services related to our SaaS and licensed software
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products along with associated amortization of certain capitalized contract costs. Amortization of contract costs represent amounts that have been capitalized and reflect the incremental costs of obtaining and fulfilling a contract including costs related to implementing SaaS informatics tools. Cost of services and software licenses revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses, and amortization of the cost of internally-developed software applications.
Operating Expenses
Operating expenses includes selling, general, and administrative (“SG&A”) expenses, research and development expenses, and amortization of purchased intangible assets.
SG&A expenses are directly associated with selling and administrative functions and support of revenue-generating activities including expenses to support and maintain our software-related products and services. SG&A expenses primarily consist of: compensation- and benefits-related costs; travel-related expenses; business development expenses, including costs for business acquisition opportunities; non-recurring strategic initiative and restructuring-related expenses; indirect costs such as insurance, professional fees, and other general overhead expenses; and amortization of certain contract costs. Amortization of contract costs represent amounts, including sales commissions, that have been capitalized and reflect the incremental costs of obtaining and fulfilling a contract. SG&A expenses can also include impairment of assets which includes goodwill impairment charges recognized when the reporting unit’s carrying amount exceeds its fair value and impairment losses on intangibles and other long-lived assets when the carrying value of the asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition (see Note 6 - Fair Value Measurements and Note 9 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further information).
Research and development expenses consist of employee-related compensation and benefit expenses and third-party consulting fees of technology professionals, incurred to develop our software-related products and services prior to reaching technological feasibility.
Amortization of purchased intangible assets includes the amortization of all identified intangible assets.
Other Income (Expense), Net
Other income (expense), net primarily includes interest income and expense and equity in net income of unconsolidated affiliates that is generated from our equity method investments. Other income (expense), net may also include, but is not limited to, realized and unrealized gains or losses on deferred compensation plan assets, gains or losses on the disposal of assets, dividend income, and other non-operating gains or losses.
•Interest income is primarily related to interest earned on investments in demand deposit accounts or money market funds while interest expense is primarily related to funds borrowed through our Credit Facility as well as imputed interest on non-interest bearing debt (see Note 10 - Debt and Notes Payable and Note 11 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information).
•Our equity method investments primarily consist of our interests in Exela Holdings, Inc. (“Exela”) and Prestige (see Note 5 - Investments to the accompanying consolidated financial statements for further information).
•Other non-operating gains and losses is largely comprised of the $57.0 million in cash received in July 2024 as the result of the settlement of a shareholder derivative complaint and the $13.9 million gain on the sale of certain assets and liabilities associated with Contigo Health’s wrap network business.
Income Tax Expense
See Note 16 - Income Taxes to the accompanying consolidated financial statements for discussion of income tax expense.
Loss from Discontinued Operations, Net of Tax
Loss from discontinued operations, net of tax represents the net loss associated with the sale of certain assets and wind down and exit of the direct sourcing business. See Note 4 - Discontinued Operations and Exit Activities to the accompanying consolidated financial statements for further information.
Net Income/Loss Attributable to Non-Controlling Interest
We recognize net income/loss attributable to non-controlling interest for non-Premier ownership in our consolidated subsidiaries which hold interest in our equity method investments (see Note 5 - Investments to the accompanying consolidated financial statements for further information). At June 30, 2025, we recognized net income attributable to non-controlling interests held by member health systems or their affiliates in the consolidated subsidiaries holding our equity method
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investments, including but not limited to the 74% and 85% interest held in PRAM Holdings, LLC (“PRAM”) and ExPre Holdings, LLC (“ExPre”), respectively. In partnership with member health systems or their affiliates, these investments are part of our long-term supply chain resiliency program to promote domestic and geographically diverse manufacturing and to help ensure a robust and resilient supply chain for essential medical products.
As of June 30, 2025, we owned 93% of the equity interest in Contigo Health and recognized net loss attributable to non-controlling interest for the 7% of equity held by certain customers of Contigo Health.
Our Use of Non-GAAP Financial Measures
The other key business metrics we consider are EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, and Free Cash Flow, which are all Non-GAAP financial measures. Non-GAAP financial measures are not an alternative to GAAP and may be different from Non-GAAP financial measures used by other companies, but we believe they are useful for understanding our performance for the reasons described below.
We define EBITDA as net income before income or loss from discontinued operations, net of tax, interest and investment income or expense, net, income tax expense, depreciation and amortization, and amortization of purchased intangible assets. We define Adjusted EBITDA as EBITDA before merger and acquisition-related expenses and non-recurring, non-cash, or non-operating items. For all Non-GAAP financial measures, we consider non-recurring items to be income or expenses and other items that have not been earned or incurred within the prior two years and are not expected to recur within the next two years. Non-recurring items include certain strategic initiative and restructuring-related expenses. Non-cash items include share-based compensation expense and asset impairments. Non-operating items include gains or losses on the disposal of assets, interest and investment income or expense, equity in income of unconsolidated affiliates, and operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts, less royalty fees retained.
We define Segment Adjusted EBITDA as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses, and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations and operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts, less royalty fees retained.
We define Adjusted Net Income as net income attributable to Premier (i) excluding income or loss from discontinued operations, net, (ii) excluding income tax expense, (iii) excluding the effect of non-recurring or non-cash items, (iv) reflecting an adjustment for income tax expense on Non-GAAP adjusted net income before income taxes at our estimated annual effective income tax rate, adjusted for unusual or infrequent items, (v) excluding the equity in net income of unconsolidated affiliates, and (vi) excluding operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts, less royalty fees retained, imputed interest expense, and associated income tax expense. Non-recurring items include certain strategic initiative and restructuring-related expenses. Non-cash items include share-based compensation expense and asset impairments. We define Adjusted Earnings Per Share as Adjusted Net Income divided by diluted weighted average shares (see Note 13 - Earnings Per Share to the accompanying consolidated financial statements for further information).
We define Free Cash Flow as net cash provided by operating activities from continuing operations less (i) early termination payments to certain former limited partners that elected to execute a Unit Exchange and Tax Receivable Acceleration Agreement (“Unit Exchange Agreement”) in connection with our August 2020 Restructuring, (ii) purchases of property and equipment, and (iii) cash payments to OMNIA for the sale of future revenues and tax payments on proceeds received from the sale of future revenues. Free Cash Flow does not represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments.
We have revised the definitions for Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow from the definitions reported in the 2024 Annual Report. Adjusted EBITDA, Segment Adjusted EBITDA, and Adjusted Net Income were revised to exclude the operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts. Adjusted Net Income was also revised to exclude the related imputed interest and tax expense in connection with the sale of non-healthcare GPO member contracts to OMNIA. Free Cash Flow was revised to exclude cash payments to OMNIA for the sale of future revenues and tax payments on proceeds received from the sale of future revenues. For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definition.
Adjusted EBITDA and Free Cash Flow are supplemental financial measures used by us and by external users of our financial statements and are considered to be indicators of the operational strength and performance of our business. Adjusted EBITDA
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and Free Cash Flow measures allow us to assess our performance without regard to financing methods and capital structure and without the impact of other matters that we do not consider indicative of the operating performance of our business. More specifically, Segment Adjusted EBITDA is the primary earnings measure we use to evaluate the performance of our business segments.
We use Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings Per Share to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide measures that, when viewed in combination with our results prepared in accordance with GAAP, we believe allows for a more complete understanding of factors and trends affecting our business than GAAP measures alone. We believe Adjusted EBITDA and Segment Adjusted EBITDA assist our Board of Directors, management, and investors in comparing our operating performance on a consistent basis from period to period because they remove the impact of earnings elements attributable to our asset base (primarily depreciation and amortization), certain items outside the control of our management team, e.g. taxes, other non-cash items (such as impairment of intangible assets, purchase accounting adjustments and stock-based compensation), non-recurring items (such as strategic initiative and restructuring-related expenses), and income and expense that has been classified as discontinued operations from our operating results. We believe Adjusted Net Income and Adjusted Earnings Per Share assist our Board of Directors, management, and investors in comparing our net income and earnings per share on a consistent basis from period to period because these measures remove non-cash items (such as impairment of intangible assets, purchase accounting adjustments, and stock-based compensation) and non-recurring items (such as strategic initiative and restructuring-related expenses) and eliminate the variability of non-controlling interest and equity in net income of unconsolidated affiliates. We believe Free Cash Flow is an important measure because it represents the cash that we generate after payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 Restructuring, capital investment to maintain existing products and services and ongoing business operations, as well as development of new and upgraded products and services to support future growth, and cash payments to OMNIA for the sale of future revenues and tax payments on proceeds received from the sale of future revenues. Free Cash Flow enables us to seek enhancement of stockholder value through acquisitions, partnerships, joint ventures, investments in related or complementary businesses, and/or debt reduction.
Despite the importance of these Non-GAAP financial measures in analyzing our business, determining compliance with certain financial covenants in our Credit Facility, measuring and determining incentive compensation and evaluating our operating performance relative to our competitors, EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, and Free Cash Flow are not measurements of financial performance under GAAP, may have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, net income, net cash provided by operating activities, or any other measure of our performance derived in accordance with GAAP.
Some of the limitations of the EBITDA, Adjusted EBITDA, and Segment Adjusted EBITDA measures include that they do not reflect: our capital expenditures or our future requirements for capital expenditures or contractual commitments; changes in, or cash requirements for, our working capital needs; the interest expense or the cash requirements to service interest or principal payments under our Credit Facility; income tax payments we are required to make; and any cash requirements for replacements of assets being depreciated or amortized. In addition, EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA, and Free Cash Flow are not measures of liquidity under GAAP, or otherwise, and are not alternatives to cash flows from operating activities.
Some of the limitations of the Adjusted Net Income and Adjusted Earnings Per Share measures are that they do not reflect income tax expense or income tax payments we are required to make. In addition, Adjusted Net Income and Adjusted Earnings Per Share are not measures of profitability under GAAP.
We also urge you to review the reconciliation of these Non-GAAP financial measures included elsewhere in this Annual Report. To properly and prudently evaluate our business, we encourage you to review the consolidated financial statements and related notes included elsewhere in this Annual Report and to not rely on any single financial measure to evaluate our business. In addition, because the EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, and Free Cash Flow measures are susceptible to varying calculations, such Non-GAAP financial measures may differ from, and may therefore not be comparable to, similarly titled measures used by other companies.
Non-recurring and non-cash items excluded in our calculation of Adjusted EBITDA, Segment Adjusted EBITDA, and Adjusted Net Income consist of stock-based compensation, acquisition- and disposition-related expenses, strategic initiative and restructuring-related expenses, income and expense that has been classified as discontinued operations, and other reconciling items. More information about certain of the more significant items follows below.
Income tax expense on adjusted income
Adjusted Net Income, a Non-GAAP financial measure as defined above in “Our Use of Non-GAAP Financial Measures,” is calculated net of taxes based on our estimated annual effective tax rate for federal and state income tax excluding goodwill
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impairments and adjusted for unusual or infrequent items, as we are a consolidated group for tax purposes with all of our subsidiaries’ activities included. The tax rate used to compute the Adjusted Net Income was 24% and 27% for the years ended June 30, 2025 and 2024, respectively. This decrease primarily relates to the decrease in pre-tax book income and dividends received deductions as a result of dividend from a non-controlling interest subsidiary in the current year.
Stock-based compensation
In addition to non-cash employee stock-based compensation expense, this item includes non-cash stock purchase plan expense of $0.5 million and $0.6 million for the years ended June 30, 2025 and 2024, respectively, (see Note 14 - Stock-Based Compensation to the accompanying consolidated financial statements for further information).
Acquisition- and disposition-related expenses
Acquisition-related expenses include legal, accounting, and other expenses related to acquisition activities, one-time integration expenses, and gains and losses on the change in fair value of earn-out liabilities. Disposition-related expenses include severance and retention benefits and financial advisor fees, legal fees, and other expenses related to disposition activities.
Strategic initiative and restructuring-related expenses
Strategic initiative and restructuring-related expenses include legal, accounting, severance and retention benefits, and other expenses related to strategic initiative and restructuring-related activities.
Operating income from revenues sold to OMNIA
Operating income from revenues sold to OMNIA represents the operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts to OMNIA, less royalty fees retained.
Impairment of assets
Impairment of assets relates to impairment of long-lived assets.
Other reconciling items
Other reconciling items include, but are not limited to, dividend income, gains and losses on disposal of long-lived assets, imputed interest on non-interest bearing liabilities, certain legal expenses, and any impact from non-controlling interest on adjustments to net income (loss) attributable to stockholders.
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Results of Operations for the Years Ended June 30, 2025 and 2024
The following table presents our results of operations for the fiscal years presented (in thousands, except per share data):
| Year Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Amount | % of Net Revenue | Amount | % of Net Revenue | ||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| Net administrative fees | $ | 556,328 | 55 | % | $ | 624,168 | 55 | % | |||||||||||||||
| Software licenses, other services and support | 456,319 | 45 | % | 511,841 | 45 | % | |||||||||||||||||
| Net revenue | 1,012,647 | 100 | % | 1,136,009 | 100 | % | |||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Services and software licenses | 269,288 | 27 | % | 268,885 | 24 | % | |||||||||||||||||
| Cost of revenue | 269,288 | 27 | % | 268,885 | 24 | % | |||||||||||||||||
| Gross profit | 743,359 | 73 | % | 867,124 | 76 | % | |||||||||||||||||
| Operating expenses | 742,243 | 73 | % | 740,478 | 65 | % | |||||||||||||||||
| Operating income | 1,116 | — | % | 126,646 | 11 | % | |||||||||||||||||
| Other income, net | 96,933 | 10 | % | 19,875 | 2 | % | |||||||||||||||||
| Income before income taxes | 98,049 | 10 | % | 146,521 | 13 | % | |||||||||||||||||
| Income tax expense | 25,315 | 2 | % | 42,302 | 4 | % | |||||||||||||||||
| Net income from continuing operations | 72,734 | 7 | % | 104,219 | 9 | % | |||||||||||||||||
| Net (loss) income from discontinued operations, net of tax | (41,901) | (4) | % | 2,500 | — | % | |||||||||||||||||
| Net income | 30,833 | 3 | % | 106,719 | 9 | % | |||||||||||||||||
| Net (income) loss attributable to non-controlling interest | (10,564) | (1) | % | 12,825 | 1 | % | |||||||||||||||||
| Net income attributable to stockholders | $ | 20,269 | 2 | % | $ | 119,544 | 11 | % | |||||||||||||||
Earnings (loss) per share attributable to stockholders: | |||||||||||||||||||||||
Basic earnings (loss) per share | |||||||||||||||||||||||
| Continuing operations | $ | 0.68 | $ | 1.03 | |||||||||||||||||||
| Discontinued operations | (0.46) | 0.02 | |||||||||||||||||||||
| Basic | $ | 0.22 | $ | 1.05 | |||||||||||||||||||
Diluted earnings (loss) per share | |||||||||||||||||||||||
| Continuing operations | $ | 0.68 | $ | 1.02 | |||||||||||||||||||
| Discontinued operations | (0.46) | 0.02 | |||||||||||||||||||||
| Diluted | $ | 0.22 | $ | 1.04 | |||||||||||||||||||
For the following Non-GAAP financial measures and reconciliations of our performance derived in accordance with GAAP to the Non-GAAP financial measures, refer to “Our Use of Non-GAAP Financial Measures” for further information regarding items excluded in our calculation of Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings Per Share. The definitions for Adjusted EBITDA, Segment Adjusted EBITDA, and Adjusted Net Income were revised from those reported in the 2024 Annual Report. For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definitions in the above section “Our Use of Non-GAAP Financial Measures.”
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The following table provides certain Non-GAAP financial measures for the fiscal years presented (in thousands, except per share data).
| Year Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Certain Non-GAAP Financial Data: | Amount | % of Net Revenue | Amount | % of Net Revenue | |||||||||||||||||||
| Adjusted EBITDA | $ | 253,120 | 25% | $ | 388,985 | 34% | |||||||||||||||||
Adjusted Net Income | 133,752 | 13% | 237,846 | 21% | |||||||||||||||||||
Adjusted Earnings Per Share | 1.46 | nm | 2.08 | nm | |||||||||||||||||||
nm = Not meaningful
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The following tables provide the reconciliation of net income to Adjusted EBITDA and the reconciliation of income before income taxes to Segment Adjusted EBITDA (in thousands):
| Year Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income from continuing operations | $ | 72,734 | $ | 104,219 | |||||||
| Interest expense, net | 17,223 | 662 | |||||||||
| Income tax expense | 25,315 | 42,302 | |||||||||
| Depreciation and amortization | 79,442 | 81,728 | |||||||||
| Amortization of purchased intangible assets | 38,189 | 47,026 | |||||||||
| EBITDA | 232,903 | 275,937 | |||||||||
| Stock-based compensation | 23,700 | 23,876 | |||||||||
| Acquisition- and disposition-related expenses | 6,943 | 12,612 | |||||||||
| Strategic initiative and restructuring-related expenses | 13,007 | 2,850 | |||||||||
| Operating income from revenues sold to OMNIA | (62,469) | (55,283) | |||||||||
| Equity in net (income) loss of unconsolidated affiliates | (11,972) | 295 | |||||||||
| Other non-operating gains | (79,826) | (11,046) | |||||||||
| Impairment of assets | 144,481 | 140,053 | |||||||||
Other reconciling items, net (a) | (13,647) | (309) | |||||||||
| Total Adjusted EBITDA | $ | 253,120 | $ | 388,985 | |||||||
| Income before income taxes | $ | 98,049 | $ | 146,521 | |||||||
| Equity in net (income) loss of unconsolidated affiliates | (11,972) | 295 | |||||||||
| Interest expense, net | 17,223 | 662 | |||||||||
Other income, net | (102,184) | (20,832) | |||||||||
| Operating income | 1,116 | 126,646 | |||||||||
| Depreciation and amortization | 79,442 | 81,728 | |||||||||
| Amortization of purchased intangible assets | 38,189 | 47,026 | |||||||||
| Stock-based compensation | 23,700 | 23,876 | |||||||||
| Acquisition- and disposition-related expenses | 6,943 | 12,612 | |||||||||
| Strategic initiative and restructuring-related expenses | 13,007 | 2,850 | |||||||||
| Operating income from revenues sold to OMNIA | (62,469) | (55,283) | |||||||||
Deferred compensation plan expense | 4,603 | 8,769 | |||||||||
| Impairment of assets | 144,481 | 140,053 | |||||||||
Other reconciling items, net (b) | 4,108 | 708 | |||||||||
| Total Adjusted EBITDA | $ | 253,120 | $ | 388,985 | |||||||
Adjusted EBITDA: | |||||||||||
| Supply Chain Services | $ | 326,902 | $ | 409,669 | |||||||
| Performance Services | 60,692 | 113,845 | |||||||||
Segment Adjusted EBITDA | 387,594 | 523,514 | |||||||||
| Corporate | (134,474) | (134,529) | |||||||||
Total Adjusted EBITDA | $ | 253,120 | $ | 388,985 | |||||||
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(a)Other reconciling items, net is primarily attributable to dividend income, certain legal expenses, and loss on disposal of long-lived assets.
(b)Other reconciling items, net is attributable to other miscellaneous expenses and certain legal expenses.
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The following table provides the reconciliation of net income attributable to stockholders to Non-GAAP Adjusted Net Income and the reconciliation of the numerator and denominator for earnings per share attributable to stockholders to Non-GAAP Adjusted Earnings Per Share for the years presented (in thousands):
| Year Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income attributable to stockholders | $ | 20,269 | $ | 119,544 | |||||||
| Net loss (income) from discontinued operations, net of tax | 41,901 | (2,500) | |||||||||
| Income tax expense | 25,315 | 42,302 | |||||||||
| Amortization of purchased intangible assets | 38,189 | 47,026 | |||||||||
| Stock-based compensation | 23,700 | 23,876 | |||||||||
| Acquisition- and disposition-related expenses | 6,943 | 12,612 | |||||||||
| Strategic initiative and restructuring-related expenses | 13,007 | 2,850 | |||||||||
| Operating income from revenues sold to OMNIA | (62,469) | (55,283) | |||||||||
| Equity in net (income) loss of unconsolidated affiliates | (11,972) | 295 | |||||||||
| Other non-operating gains | (79,826) | (11,046) | |||||||||
| Impairment of assets | 144,481 | 140,053 | |||||||||
Other reconciling items, net (a) | 16,451 | 6,087 | |||||||||
| Non-GAAP adjusted income before income taxes | 175,989 | 325,816 | |||||||||
Income tax expense on adjusted income before income taxes (b) | 42,237 | 87,970 | |||||||||
| Non-GAAP Adjusted Net Income | $ | 133,752 | $ | 237,846 | |||||||
Reconciliation of denominator for earnings per share attributable to stockholders to Non-GAAP Adjusted Earnings Per Share | |||||||||||
| Weighted average: | |||||||||||
| Basic weighted average shares outstanding | 91,228 | 113,791 | |||||||||
| Dilutive securities | 689 | 617 | |||||||||
| Weighted average shares outstanding - diluted | 91,917 | 114,408 | |||||||||
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(a)Other reconciling items, net is primarily attributable to dividend income, loss on disposal of long-lived assets, imputed interest on non-interest bearing debt, certain legal expenses, and the impact from non-controlling interest on adjustments to net income attributable to stockholders.
(b)Reflects income tax expense at an estimated effective income tax rate of 24% and 27% of Non-GAAP adjusted net income before income taxes for the years ended June 30, 2025 and 2024, respectively.
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The following table provides the reconciliation of basic earnings per share attributable to stockholders to Non-GAAP Adjusted Earnings Per Share for the periods presented:
| Year Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Basic earnings per share attributable to stockholders | $ | 0.22 | $ | 1.05 | |||||||
| Net loss (income) from discontinued operations, net of tax | 0.46 | (0.02) | |||||||||
| Income tax expense | 0.28 | 0.37 | |||||||||
| Amortization of purchased intangible assets | 0.42 | 0.41 | |||||||||
| Stock-based compensation | 0.26 | 0.21 | |||||||||
| Acquisition- and disposition-related expenses | 0.08 | 0.11 | |||||||||
| Strategic initiative and restructuring-related expenses | 0.14 | 0.03 | |||||||||
| Operating income from revenues sold to OMNIA | (0.68) | (0.49) | |||||||||
| Equity in net (income) loss of unconsolidated affiliates | (0.13) | — | |||||||||
| Other non-operating gains | (0.88) | (0.10) | |||||||||
| Impairment of assets | 1.58 | 1.23 | |||||||||
Other reconciling items, net (a) | 0.18 | 0.05 | |||||||||
Impact of corporation taxes (b) | (0.46) | (0.77) | |||||||||
| Impact of dilutive shares | (0.01) | — | |||||||||
| Non-GAAP Adjusted Earnings Per Share | $ | 1.46 | $ | 2.08 | |||||||
(a)Other reconciling items, net is primarily attributable to dividend income, loss on disposal of long-lived assets, imputed interest on non-interest bearing debt, certain legal expenses, and the impact from non-controlling interest on adjustments to net income attributable to stockholders.
(b)Reflects income tax expense at an estimated effective income tax rate of 24% and 27% of Non-GAAP adjusted net income before income taxes for the years ended June 30, 2025 and 2024, respectively.
Consolidated Results - Comparison of the Years Ended June 30, 2025 to 2024
The variances in the material factors contributing to the changes in the consolidated results are discussed further in “Segment Results” below.
Net Revenue
Net revenue decreased by $123.4 million, or 11%, during the year ended June 30, 2025 compared to the year ended June 30, 2024 due to decreases of $65.0 million, or 15%, in Performance Services and $58.3 million, or 8%, in Supply Chain Services.
Cost of Revenue
Cost of revenue was flat for the year ended June 30, 2025 compared to the year ended June 30, 2024.
Operating Expenses
Operating expenses were flat for the year ended June 30, 2025 compared to the year ended June 30, 2024.
Other Income, Net
Other income, net increased by $77.1 million during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily due to a non-operating gain of $57.0 million from the settlement of a shareholder derivative complaint, an increase of $17.0 million in dividend income, and an increase in income of $12.3 million in equity in net income of unconsolidated affiliates. These increases were partially offset by an increase of interest expense, net.
Income Tax Expense
Income tax expense was $25.3 million and $42.3 million for the years ended June 30, 2025 and 2024, respectively. The income tax expense resulted in effective tax rates of 26% and 29% for the years ended June 30, 2025 and 2024, respectively. The change in the effective tax rate is primarily attributable to a decrease in pre-tax book income compared to prior year, and the release of valuation allowances during the current year (see Note 16 - Income Taxes to the accompanying consolidated financial statements for further information).
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Net Loss/Income from Discontinued Operations, Net of Tax
Net loss/income from discontinued operations, net of tax was a net loss of $41.9 million during the year ended June 30, 2025 compared to net income of $2.5 million during the year ended June 30, 2024. This increase in net loss was due to the $53.0 million loss on the S2S Divestiture and the completion of the sale on October 1, 2024, which affected the comparability of operational quarters across fiscal years. See Note 4 - Discontinued Operations and Exit Activities to the accompanying consolidated financial statements for further information.
Net Income/Loss Attributable to Non-Controlling Interest
Net income attributable to non-controlling interest was $10.6 million for the year ended June 30, 2025 compared to net loss attributable to non-controlling interest of $12.8 million for the year ended June 30, 2024, primarily driven by the S2S Divestiture impact on net income in the current year period of our consolidated subsidiaries with non-controlling interests as well as the long-lived assets impairment related to Contigo Health during the prior period. See Note 5 - Investments to the accompanying consolidated financial statements for further information.
Adjusted EBITDA
Adjusted EBITDA, a Non-GAAP financial measure as defined in “Our Use of Non-GAAP Financial Measures,” decreased by $135.9 million, or 35%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, largely driven by decreases of $82.8 million and $53.2 million in Supply Chain Services and Performance Services, respectively.
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Segment Results
Supply Chain Services
The following table presents our results of operations and Adjusted EBITDA, a Non-GAAP financial measure, in the Supply Chain Services segment for the fiscal years presented (in thousands):
| Year Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| Net administrative fees | $ | 556,328 | $ | 624,168 | $ | (67,840) | (11) | % | |||||||||||||||
| Software licenses, other services and support | 74,711 | 65,200 | 9,511 | 15 | % | ||||||||||||||||||
| Services and software licenses | 631,039 | 689,368 | (58,329) | (8) | % | ||||||||||||||||||
| Net revenue | 631,039 | 689,368 | (58,329) | (8) | % | ||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Services and software licenses | 69,748 | 56,831 | 12,917 | 23 | % | ||||||||||||||||||
| Cost of revenue | 69,748 | 56,831 | 12,917 | 23 | % | ||||||||||||||||||
| Gross profit | 561,291 | 632,537 | (71,246) | (11) | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 211,784 | 203,623 | 8,161 | 4 | % | ||||||||||||||||||
| Research and development | 989 | 651 | 338 | 52 | % | ||||||||||||||||||
| Amortization of intangibles | 34,735 | 35,029 | (294) | (1) | % | ||||||||||||||||||
| Operating expenses | 247,508 | 239,303 | 8,205 | 3 | % | ||||||||||||||||||
| Operating income | 313,783 | 393,234 | (79,451) | (20) | % | ||||||||||||||||||
| Depreciation and amortization | 30,601 | 26,559 | |||||||||||||||||||||
| Amortization of purchased intangible assets | 34,735 | 35,030 | |||||||||||||||||||||
| Acquisition- and disposition-related expenses | (10,383) | 10,030 | |||||||||||||||||||||
| Operating income from revenues sold to OMNIA | (62,469) | (55,283) | |||||||||||||||||||||
| Impairment of assets | 16,564 | — | |||||||||||||||||||||
| Other reconciling items, net | 4,071 | 99 | |||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 326,902 | $ | 409,669 | $ | (82,767) | (20) | % | |||||||||||||||
Net Revenue
Supply Chain Services segment revenue decreased by $58.3 million, or 8%, during the year ended June 30, 2025 compared to the year ended June 30, 2024 driven by a decrease of $67.8 million in net administrative fees revenue, partially offset by an increase of $9.5 million in software licenses, other services and support revenue.
Net Administrative Fees Revenue
Net administrative fees revenue decreased $67.8 million, or 11%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily driven an increase in the aggregate blended fee share paid to members as a result of renewal of GPO contracts at a higher fee share than provided in historical agreements due to market dynamics. This decrease was partially offset by increased utilization and further penetration of our contracts by existing members.
Software Licenses, Other Services and Support Revenue
Software licenses, other services and support revenue increased by $9.5 million, or 15%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily due to an increase in supply chain co-management fees as a result of new engagements.
Cost of Revenue
Supply Chain Services segment cost of revenue increased by $12.9 million, or 23%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily attributable to increases in personnel costs associated with increased headcount in support of new engagements within our supply chain co-management business and depreciation expense.
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Operating Expenses
Operating expenses increased by $8.2 million, or 3%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily due to an increase in SG&A expenses of $8.2 million. The increase in SG&A expenses was primarily due to the impairment of assets related to changes in utilization of our New York, New York office and increase in bad debt expense, partially offset by a decrease in acquisition- and disposition-related expenses driven by the net change in the year over year fair value of the Acurity and Nexera earn-out liability.
Segment Adjusted EBITDA
Segment Adjusted EBITDA in the Supply Chain Services segment decreased by $82.8 million, or 20%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily due to the aforementioned decrease in net revenue and increases in cost of revenue and bad debt expense.
Performance Services
The following table presents our results of operations and Adjusted EBITDA in the Performance Services segment for the fiscal years presented (in thousands):
| Year Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| Net revenue: | |||||||||||||||||||||||
| Software licenses, other services and support | |||||||||||||||||||||||
| SaaS-based products subscriptions | $ | 155,458 | $ | 179,601 | $ | (24,143) | (13) | % | |||||||||||||||
| Consulting services | 68,237 | 92,560 | (24,323) | (26) | % | ||||||||||||||||||
| Software licenses | 86,731 | 82,073 | 4,658 | 6 | % | ||||||||||||||||||
| Other | 71,182 | 92,407 | (21,225) | (23) | % | ||||||||||||||||||
| Services | 381,608 | 446,641 | (65,033) | (15) | % | ||||||||||||||||||
| Net revenue | 381,608 | 446,641 | (65,033) | (15) | % | ||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Services and software licenses | 199,540 | 212,054 | (12,514) | (6) | % | ||||||||||||||||||
| Cost of revenue | 199,540 | 212,054 | (12,514) | (6) | % | ||||||||||||||||||
| Gross profit | 182,068 | 234,587 | (52,519) | (22) | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 307,106 | 308,334 | (1,228) | — | % | ||||||||||||||||||
| Research and development | 1,645 | 2,464 | (819) | (33) | % | ||||||||||||||||||
| Amortization of intangibles | 3,454 | 11,997 | (8,543) | (71) | % | ||||||||||||||||||
| Operating expenses | 312,205 | 322,795 | (10,590) | (3) | % | ||||||||||||||||||
Operating loss | (130,137) | (88,208) | (41,929) | 48% | |||||||||||||||||||
| Depreciation and amortization | 43,216 | 47,440 | |||||||||||||||||||||
| Amortization of purchased intangible assets | 3,454 | 11,996 | |||||||||||||||||||||
| Acquisition- and disposition-related expenses | 17,326 | 2,582 | |||||||||||||||||||||
| Impairment of assets | 126,818 | 140,053 | |||||||||||||||||||||
| Other reconciling items, net | 15 | (18) | |||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 60,692 | $ | 113,845 | $ | (53,153) | (47) | % | |||||||||||||||
Net Revenue
Net revenue in our Performance Services segment decreased by $65.0 million, or 15%, during the year ended June 30, 2025 compared to the year ended June 30, 2024. The decrease was largely attributable to decreases of $21.2 million in other revenue primarily related to lower Contigo Health revenue driven by the January sale of assets associated with the wrap network business and expected customer attrition and the timing of data contracts in the current year period, $24.1 million in SaaS-based products subscriptions revenue primarily due to contract expirations and conversion of SaaS-based products to licensed-based products in recent periods, and $24.3 million in consulting services primarily due to fewer new engagements entered into in the
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current year. These decreases in net revenue were partially offset by an increase of $4.7 million in enterprise analytics license revenue.
Cost of Revenue
Cost of services and software licenses revenue in our Performance Services segment decreased by $12.5 million, or 6%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily due to lower employee-related costs.
Operating Expenses
Performance Services segment operating expenses decreased by $10.6 million, or 3%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily due to the decrease of $8.5 million in amortization of purchased intangible assets due to Contigo Health intangible assets being fully impaired in the prior year.
Segment Adjusted EBITDA
Segment Adjusted EBITDA in the Performance Services segment decreased by $53.2 million, or 47%, during the year ended June 30, 2025 compared to the year ended June 30, 2024, primarily due to the aforementioned decreases in net revenue and cost of revenue.
Corporate
The following table summarizes corporate expenses and Adjusted EBITDA for the fiscal years presented (in thousands):
| Year Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | $ | 182,530 | $ | 178,380 | $ | 4,150 | 2 | % | |||||||||||||||
| Operating expenses | 182,530 | 178,380 | 4,150 | 2 | % | ||||||||||||||||||
| Operating loss | (182,530) | (178,380) | (4,150) | 2 | % | ||||||||||||||||||
| Depreciation and amortization | 5,625 | 7,729 | |||||||||||||||||||||
| Stock-based compensation | 23,700 | 23,876 | |||||||||||||||||||||
| Strategic initiative and financial restructuring-related expenses | 13,007 | 2,850 | |||||||||||||||||||||
| Deferred compensation plan expense | 4,603 | 8,769 | |||||||||||||||||||||
Impairment of Assets | 1,099 | — | |||||||||||||||||||||
| Other reconciling items, net | 22 | 627 | |||||||||||||||||||||
| Adjusted EBITDA | $ | (134,474) | $ | (134,529) | $ | 55 | — | % | |||||||||||||||
Operating Expenses
Corporate operating expenses increased by $4.2 million, or 2%, during the year ended June 30, 2025 compared to the year ended June 30, 2024 primarily due to an increase in strategic initiative and restructuring-related expenses due to severance expense, partially offset by a decrease in deferred compensation plan expense as a result of market changes.
Adjusted EBITDA
Corporate adjusted EBITDA was flat for the year ended June 30, 2025 compared to the year ended June 30, 2024.
Results of Operations for the Years Ended June 30, 2024 and 2023
A discussion of changes in our results of operations from fiscal year 2023 to fiscal year 2024 has been omitted from this Annual Report but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended June 30, 2024, filed with the SEC on August 21, 2024, which is available free of charge on the SEC’s website at www.sec.gov and our website at http://investors.premierinc.com.
Off-Balance Sheet Arrangements
As of June 30, 2025, we did not have any off-balance sheet arrangements.
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Liquidity and Capital Resources
Our principal source of cash has been primarily cash provided by operating activities. From time to time we have used, and expect to use in the future, borrowings under our Credit Facility (as defined in Note 10 - Debt and Notes Payable to the accompanying consolidated financial statements for more information) as a source of liquidity to fund acquisitions and related business investments as well as general corporate activities. Our primary cash requirements include operating expenses, working capital fluctuations, revenue share obligations, tax payments, capital expenditures, dividend payments on our Common Stock, if and when declared, repurchases of Common Stock pursuant to stock repurchase programs in place from time to time, acquisitions and related business investments, and general corporate activities. Our capital expenditures typically consist of internally-developed software costs, software purchases, and computer hardware purchases.
As of June 30, 2025 and 2024, we had cash and cash equivalents of $83.7 million and $125.1 million, respectively.
Credit Facility
As of June 30, 2025, we had $280.0 million outstanding borrowings under our Credit Facility. At June 30, 2024 we had no outstanding borrowings under our Credit Facility. During the year ended June 30, 2025, we borrowed $435.0 million, which was used for general corporate purposes and to fund stock repurchases under the $1.0 billion Share Repurchase Authorization, and repaid $155.0 million of borrowings under the Credit Facility. In July 2025, we repaid $90.0 million of outstanding borrowings under the Credit Facility.
We expect cash generated from operations and borrowings under our Credit Facility to provide us with adequate liquidity to fund our anticipated working capital requirements, revenue share obligations, tax payments, capital expenditures, notes payable, dividend payments on our Common Stock, if and when declared, repurchases of our Common Stock pursuant to stock repurchase programs in place from time to time, and to fund business acquisitions. Our capital requirements depend on numerous factors, including funding requirements for our product and service development and commercialization efforts, our information technology requirements, and the amount of cash generated by our operations. We believe that we have adequate capital resources at our disposal to fund currently anticipated capital expenditures, business growth and expansion, and current and projected debt service requirements. However, strategic growth initiatives will likely require the use of one or a combination of various forms of capital resources including available cash on hand, cash generated from operations, borrowings under our Credit Facility and other long-term debt, and, potentially, proceeds from the issuance of additional equity or debt securities.
At June 30, 2025, we had a net working capital deficit of $324.8 million compared to net working capital of $8.7 million at June 30, 2024. The decrease in net working capital is primarily due to the current year borrowings on the Credit Facility to fund the stock repurchases under the $1.0 billion Share Repurchase Authorization. While the Credit Facility is held within current liabilities on the Consolidated Balance Sheets, we have the ability to renew and extend the term of the borrowings.
Cash Dividends
In each of September 2024, December 2024, March 2025, and June 2025, we paid a cash dividend of $0.21 per share on outstanding shares of our Common Stock. On August 17, 2025, our Board of Directors declared a quarterly cash dividend of $0.21 per share, payable on September 15, 2025 to stockholders of record on September 1, 2025.
Sale of Non-Healthcare GPO Member Contracts
On July 25, 2023, we sold substantially all of our non-healthcare GPO member contracts pursuant to an equity purchase agreement with OMNIA for a purchase price of $723.8 million. See Note 11 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.
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Discussion of Cash Flows for the Years Ended June 30, 2025 and 2024
A summary of net cash flows follows (in thousands):
| Year Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by (used in): | |||||||||||
Operating activities from continuing operations | $ | 417,809 | $ | 278,143 | |||||||
| Investing activities | (102,095) | (68,466) | |||||||||
| Financing activities | (340,733) | (192,720) | |||||||||
Operating activities from discontinued operations | (16,380) | 18,417 | |||||||||
| Effect of exchange rate changes on cash flows | (22) | (21) | |||||||||
Net (decrease) increase in cash and cash equivalents | $ | (41,421) | $ | 35,353 | |||||||
Net cash provided by operating activities increased by $139.7 million for the year ended June 30, 2025 compared to the year ended June 30, 2024. The increase in net cash provided by operating activities from continuing operations was driven by lower cash income taxes paid in the current year period (cash income taxes of $162.3 million paid in fiscal year 2024 on proceeds received from the sale of future revenues to OMNIA), the $57.0 million received in the current year period as the result of the settlement of a shareholder derivative complaint, and a $17.6 million cash dividend from an unconsolidated affiliate. These increases to cash were partially offset by an increase of $60.9 million in cash paid for operating expenses primarily as a result of an increase in performance-related compensation related to the prior fiscal year performance, a decrease of $24.4 million in cash receipts driven by lower net revenue, and a decrease in interest income received of $15.7 million driven by the interest earned from the investment of cash received from the sale of non-healthcare contracts in money market funds in the prior year.
Net cash used in investing activities increased by $33.6 million for the year ended June 30, 2025 compared to the year ended June 30, 2024. The increase in net cash used in investing activities was primarily due to the cash outlay of $39.8 million for the IllumiCare acquisition in the current year as well as the prior year proceeds of $12.8 million from the sale of investment in unconsolidated affiliates and a $1.5 million increase in purchases of property and equipment. The increase was partially offset by net proceeds of $20.4 million from the sale of the assets associated with Contigo’s wrap network business and the cash settlement of net working capital associated with the sale of S2S to Prestige in the current year.
Net cash used in financing activities increased by $148.0 million for the year ended June 30, 2025 compared to the year ended June 30, 2024. The increase in net cash used in financing activities was primarily driven by a decrease in net proceeds from the sale of future revenues of $660.7 million (see Note 11 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information). The change was offset by the current year net borrowings of $280.0 million, as well as the prior year repayment of $215.0 million under our Credit Facility and a decrease in cash dividends paid of $17.8 million as a result of the Common Stock repurchases.
Net cash used in operating activities attributable to discontinued operations of $16.4 million for the year ended June 30, 2025 changed by $34.8 million from net cash provided by operating activities attributable to discontinued operations of $18.4 million for the year ended June 30, 2024. The change in net cash used in operating activities attributable to discontinued operations was due to a decrease in cash receipts from customers, partially offset by lower payments for expenses due to the S2S Divestiture, which closed on October 1, 2024.
Discussion of Non-GAAP Free Cash Flow for the Years Ended June 30, 2025 and 2024
We define Non-GAAP Free Cash Flow as net cash provided by operating activities from continuing operations less (i) early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 Restructuring, (ii) purchases of property and equipment, and (iii) cash payments to OMNIA for the sale of future revenues and tax payments on proceeds received from the sale of future revenues. Non-GAAP Free Cash Flow does not
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represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments under our Credit Facility.
A summary of Non-GAAP Free Cash Flow and reconciliation to net cash provided by operating activities for the periods presented follows (in thousands):
| Year Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
Net cash provided by operating activities from continuing operations | $ | 417,809 | $ | 278,143 | |||||||
Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement (a) | (101,524) | (99,665) | |||||||||
| Purchases of property and equipment | (82,649) | (81,189) | |||||||||
Cash payments to OMNIA for the sale of future revenues (b) | (53,107) | (31,535) | |||||||||
Cash tax payments on proceeds received from the sale of future revenues | — | 162,292 | |||||||||
| Non-GAAP Free Cash Flow | $ | 180,529 | $ | 228,046 | |||||||
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(a) Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 Restructuring are presented in our Consolidated Statements of Cash Flows under “Payments made on notes payable.” During the year ended June 30, 2025, we paid $102.7 million to members including imputed interest of $1.2 million which is included in net cash provided by operating activities from continuing operations. During the year ended June 30, 2024, we paid $102.7 million to members including imputed interest of $3.0 million which is included in net cash provided by operating activities from continuing operations. See Note 10 - Debt and Notes Payable to the accompanying consolidated financial statements for further information.
(b)Cash payments to OMNIA for the sale of future revenues in connection with our sale of non-healthcare contracts to OMNIA are presented in our Consolidated Statements of Cash Flows under “Payments on liability related to the sale of future revenues.” During the year ended June 30, 2025, we paid $70.1 million to OMNIA including imputed interest of $17.0 million which is included in net cash provided by operating activities from continuing operations. During the year ended June 30, 2024, we paid $44.4 million to OMNIA including imputed interest of $14.2 million which is included in net cash provided by operating activities from continuing operations. See Note 11 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.
Non-GAAP Free Cash Flow decreased by $47.5 million for the year ended June 30, 2025 compared to the year ended June 30, 2024. The decrease was primarily by the aforementioned increase in cash paid for operating expenses offset by lower cash received from customers and an increase of $21.6 million in the cash payments to OMNIA for the sale of future revenues due to the timing of the completion of the purchase agreement in the prior year.
See “Our Use of Non-GAAP Financial Measures” above for additional information regarding our use of Non-GAAP Free Cash Flow.
Contractual Obligations
The following table presents our contractual obligations as of June 30, 2025 (in thousands):
| Payments Due by Period | |||||||||||||||||||||||||||||
| Contractual Obligations | Total | Less Than 1 Year | 1-3 Years | 3-5 Years | Greater Than 5 Years | ||||||||||||||||||||||||
Operating lease obligations (a) | $ | 11,848 | $ | 9,526 | 1,798 | $ | 375 | $ | 149 | ||||||||||||||||||||
| Total contractual obligations | $ | 11,848 | $ | 9,526 | $ | 1,798 | $ | 375 | $ | 149 | |||||||||||||||||||
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(a)Future contractual obligations for leases represent future minimum payments under noncancelable operating leases primarily for office space. See Note 17 - Commitments and Contingencies to the accompanying consolidated financial statements for more information.
During year ended June 30, 2025, we entered into a lease modification for our corporate headquarters, which commenced in July 2025 with an initial lease term of approximately eight years. As this lease had not yet commenced as of June 30, 2025, it is excluded from the table above.
Credit Facility
Outstanding borrowings under the Credit Facility (as defined in Note 10 - Debt and Notes Payable to the accompanying consolidated financial statements) bear interest on a variable rate structure with borrowings bearing interest at either the secured overnight financing rate (“SOFR”) plus an adjustment of 0.100% plus an applicable margin ranging from 1.250% to 1.750% or the prime lending rate plus an applicable margin ranging from 0.250% to 0.750%. We pay a commitment fee ranging from 0.125% to 0.225% for unused capacity under the Credit Facility. At June 30, 2025, the commitment fee was 0.125%.
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The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants. We were in compliance with all such covenants at June 30, 2025. The Credit Facility also contains customary events of default, including a cross-default of any indebtedness or guarantees in excess of $75.0 million. If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the request of a majority of the lenders under the Credit Facility, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable.
Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions, repurchases of our Common Stock pursuant to stock repurchase programs, in place from time to time, dividend payments, if and when declared, and other general corporate activities. At June 30, 2025, we had $280.0 million outstanding borrowings under the Credit Facility with $715.0 million of available borrowing capacity after reductions for outstanding letters of credit.
The above summary does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the complete text of the Credit Facility, which is filed as Exhibit 10.34 to this Annual Report. See also Note 10 - Debt and Notes Payable to the accompanying consolidated financial statements.
Notes Payable to Former Limited Partners
At June 30, 2025, we no longer owed any payments to former limited partners pursuant to Unit Exchange Agreements that were entered into in connection with the 2020 Restructuring. See Note 10 - Debt and Notes Payable to the accompanying consolidated financial statements for further information.
Other Notes Payable
At June 30, 2025, we had no commitments for other obligations under notes payable. See Note 10 - Debt and Notes Payable to the accompanying consolidated financial statements for further information.
Sale of Non-Healthcare GPO Member Contracts
At June 30, 2025, we had non-recourse commitments of $640.4 million for the sale of future revenues due to OMNIA in connection to the sale of non-healthcare GPO member contracts. The liability will be paid, with an effective annual interest rate of 2.5%, in monthly payments from net administrative fees received in connection with the sold contracts. These payments commenced during the first quarter of fiscal year 2024 for a period of at least 10 years. See Note 11 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.
Cash Dividends
On each or about September 15, 2024, December 15, 2024, March 15, 2025 and June 15, 2025, we paid a cash dividend of $0.21 per share on outstanding shares of our Common Stock. On August 17, 2025, our Board of Directors declared a cash dividend of $0.21 per share, payable on September 15, 2025 to stockholders of record on September 1, 2025.
We expect quarterly dividends to be paid in the third month of each fiscal quarter. The declaration of any future cash dividends, and the setting of record and payment dates as well as the per share amounts, will be at the discretion of our Board of Directors each quarter after consideration of various factors, including our results of operations, financial condition, and capital requirements, earnings, general business conditions, restrictions imposed by our current Credit Facility, and any future financing arrangements, legal restrictions on the payment of dividends, and other factors our Board of Directors deems relevant.
Share Repurchase Authorization
In February 2024, we announced our Board of Directors approved a share repurchase authorization for up to $1.0 billion of our Common Stock (the “Share Repurchase Authorization”) and entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with Bank of America, N.A. (“Bank of America”) pursuant to the Share Repurchase Authorization to repurchase an aggregate of $400.0 million of shares of our Common Stock, excluding fees and expenses. Under the terms of the 2024 ASR Agreement, we made a payment of $400.0 million to Bank of America and, in February 2024, received initial deliveries of an aggregate of approximately 15.0 million shares of our Common Stock. On July 11, 2024, as final settlement of the share repurchase transaction under the 2024 ASR Agreement, we received an additional approximately 4.8 million shares of our Common Stock. In total, we repurchased approximately 19.9 million shares of our Common Stock under the 2024 ASR Agreement at $20.12 per share, which represents the volume-weighted average share price of our Common Stock during the term of the 2024 ASR Agreement less a discount. The shares delivered were recorded in treasury stock and immediately retired and recorded to retained earnings in our Consolidated Balance Sheets.
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In August 2024, we announced our Board of Directors approved the execution of $200.0 million of Common Stock repurchases under the Share Repurchase Authorization. We completed this repurchase program on January 6, 2025, repurchasing an aggregate of approximately 9.5 million shares of our Common Stock at an average price of $21.00 per share in open market transactions for a total purchase price of $200.0 million. The shares delivered were recorded in treasury stock and immediately retired and recorded to retained earnings in our Consolidated Balance Sheets.
On February 18, 2025, we announced our Board of Directors approved and that we had entered into two accelerated share repurchase agreements (the “2025 ASR Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”) pursuant to the Share Repurchase Authorization for an aggregate repurchase of $200.0 million of our Common Stock, excluding fees and expenses. Under the terms of the 2025 ASR Agreements, on February 18, 2025, we made aggregate payments of $200.0 million to JPMorgan, and on February 18 and 19, 2025, received from JPMorgan initial deliveries of approximately 9.0 million shares, or $160.0 million, of our Common Stock at $17.77 per share. On August 18, 2025, as final settlement of the share repurchase transactions under the 2025 ASR Agreements, we received from JPMorgan approximately 0.5 million million shares of our Common Stock. In total, we repurchased approximately 9.5 million million shares of our Common Stock under the 2025 ASR Agreements at $21.07 per share, which represents the volume-weighted average share price of our Common Stock during the terms of the 2025 ASR Agreements, less a discount.
The initial deliveries of shares pursuant to the 2025 ASR Agreements resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. At June 30, 2025, the 2025 ASR Agreements were accounted for as a treasury stock transaction and forward stock purchase contract. The shares delivered were recorded in treasury stock and the unsettled portions of the 2025 ASR Agreements were recorded in additional paid-in capital in our Consolidated Balance Sheets. The forward stock purchase contract was considered indexed to our own stock and was classified as an equity instrument. The final settlement of shares delivered were recorded in treasury stock and immediately the 2025 ASR Agreements’ initial deliveries of shares and final settlement of shares were retired and recorded to retained earnings in our Consolidated Balance Sheets.
The Share Repurchase Authorization expired on June 30, 2025, and accordingly we will not repurchase any other shares pursuant to the Share Repurchase Authorization.
Fiscal Year 2025 Developments
Impact of Tariffs
The Trump administration has recently implemented, or threatened to implement, significant new and increased tariffs on certain industries and countries. While the specifics of these tariffs are still evolving, the implementation of new or increased tariffs on medical supplies, equipment, pharmaceuticals, and other products may adversely affect our suppliers’ pricing structures or operational capabilities, leading to higher procurement costs for our members and other customers, potentially resulting in reduced purchasing power, changes in sourcing decisions, and margin pressure throughout their supply chains. We continue to monitor tariff developments and are working to continue to build resiliency within our portfolio and diversification of suppliers to mitigate the financial impact on our members and other customers. See “Item 1A. Risk Factors” in this Annual Report for further discussion on the risks related to tariffs.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our exposure to market risk related primarily to the increase or decrease in the amount of any interest expense we must pay with respect to outstanding variable-rate debt instruments. At June 30, 2025, we had $280.0 million outstanding borrowings under our Credit Facility. Based on the weighted average interest rate charged on outstanding borrowings under our Credit Facility at June 30, 2025, a one-percent change in the weighted average interest rate charged on outstanding borrowings would increase or decrease interest expense over the next twelve months by $2.8 million.
We periodically invest our excess cash in a portfolio of individual cash equivalents. We do not hold any material derivative financial instruments. We do not expect changes in interest rates to have a material impact on our results of operations or financial position. We plan to mitigate default, market, and investment risks of our invested funds by investing in low-risk securities.
Foreign Currency Risk
Substantially all of our financial transactions are conducted in United States dollars. We do not have significant foreign operations and, accordingly, do not believe we have market risk associated with foreign currencies.
79
Item 8. Financial Statements and Supplementary Data
Our consolidated financial statements and related notes are filed together with this Annual Report. See the index to financial statements under Item 15(a) and under this item for a list of financial statements filed with this report.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: | 81 | ||||
Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial Reporting (PCAOB ID: | 83 | ||||
Consolidated Balance Sheets | 84 | ||||
Consolidated Statements of Income and Comprehensive Income | 85 | ||||
Consolidated Statements of Stockholders’ Equity | 86 | ||||
Consolidated Statements of Cash Flows | 87 | ||||
Notes to Consolidated Financial Statements | 88 | ||||
80
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Premier, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Premier, Inc. (the Company) as of June 30, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August 19, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
81
Valuation of Goodwill | |||||
Description of the Matter | At June 30, 2025, the Company’s goodwill was $897.9 million, of which $458.9 million relates to the Informatics and Technology Services (“ITS”) reporting unit. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment annually at the reporting unit level on the first day of the last fiscal quarter of the fiscal year unless impairment indicators are present that could require an interim impairment test. During the second quarter of 2025, the Company determined that indicators of goodwill impairment existed for the ITS reporting unit and performed an interim goodwill impairment test, which resulted in $126.8 million in goodwill impairment losses. The Company’s goodwill is initially assigned to its reporting units as of the acquisition date. Auditing management’s goodwill impairment tests was especially complex and highly judgmental due to the estimation required to determine the fair value of the ITS reporting unit. Fair value is estimated by management based on an income approach using a discounted cash flow model as well as market-based approaches. In particular, the fair value estimate is sensitive to changes in highly subjective significant assumptions, such as revenue growth rates and EBITDA margins, which are affected by expected future market or economic conditions. | ||||
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment testing process. For example, we tested controls over management’s review of the significant assumptions discussed above used in determining the ITS reporting unit’s fair value. We also tested management’s controls over the completeness and accuracy of the data used in the valuation. To test the estimated fair value of the Company’s ITS reporting unit, our audit procedures included, among others, evaluating the Company's selection of the valuation methodologies, evaluating the significant assumptions used, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the significant assumptions used by management to current industry and economic trends, historical financial results and other relevant factors. We performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the ITS reporting unit resulting from changes in the assumptions. We assessed the historical accuracy of management’s projections and involved our valuation specialists to assist in our evaluation of the methodologies and certain significant assumptions. We also evaluated the adequacy of the Company’s disclosures included in Note 2. | ||||
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1991.
August 19, 2025
82
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Premier, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Premier, Inc.’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Premier, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of IllumiCare, which is included in the 2025 consolidated financial statements of the Company and constituted 1.6% of total assets as of June 30, 2025 and less than 1% of total net revenue for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of IllumiCare.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated August 19, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Raleigh, North Carolina
August 19, 2025
83
| PREMIER, INC. | |||||||||||
Consolidated Balance Sheets | |||||||||||
| (In thousands, except share data) | |||||||||||
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable (net of $ | |||||||||||
Contract assets (net of $ | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
Property and equipment (net of $ | |||||||||||
Intangible assets (net of $ | |||||||||||
| Goodwill | |||||||||||
| Deferred income tax assets | |||||||||||
| Deferred compensation plan assets | |||||||||||
| Investments in unconsolidated affiliates | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders' equity | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Revenue share obligations | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Deferred revenue | |||||||||||
| Line of credit and current portion of long-term debt | |||||||||||
| Current portion of notes payable to former limited partners | |||||||||||
| Current portion of liability related to the sale of future revenues | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Liability related to the sale of future revenues, less current portion | |||||||||||
| Deferred compensation plan obligations | |||||||||||
| Operating lease liabilities, less current portion | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 17) | |||||||||||
| Stockholders' equity: | |||||||||||
Class A common stock, $ | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| (Accumulated deficit) retained earnings | ( | ||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements.
84
PREMIER, INC. | |||||||||||||||||
Consolidated Statements of Income and Comprehensive Income | |||||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net revenue: | |||||||||||||||||
| Net administrative fees | $ | $ | $ | ||||||||||||||
| Software licenses, other services and support | |||||||||||||||||
| Net revenue | |||||||||||||||||
| Cost of revenue: | |||||||||||||||||
| Services and software licenses | |||||||||||||||||
| Cost of revenue | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||
| Research and development | |||||||||||||||||
| Amortization of purchased intangible assets | |||||||||||||||||
| Operating expenses | |||||||||||||||||
| Operating income | |||||||||||||||||
| Equity in net income (loss) of unconsolidated affiliates | ( | ||||||||||||||||
| Interest expense, net | ( | ( | ( | ||||||||||||||
| Other income, net | |||||||||||||||||
| Other income, net | |||||||||||||||||
| Income before income taxes | |||||||||||||||||
| Income tax expense | |||||||||||||||||
| Net income from continuing operations | |||||||||||||||||
| Net (loss) income from discontinued operations, net of tax | ( | ( | |||||||||||||||
| Net income | |||||||||||||||||
| Net (income) loss from continuing operations attributable to non-controlling interest | ( | ||||||||||||||||
| Net income attributable to stockholders | $ | $ | $ | ||||||||||||||
| Comprehensive income: | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Comprehensive (income) loss attributable to non-controlling interest | ( | ||||||||||||||||
| Foreign currency translation loss | ( | ( | ( | ||||||||||||||
| Comprehensive income attributable to stockholders | $ | $ | $ | ||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
| Earnings per share attributable to stockholders: | |||||||||||||||||
| Basic earnings per share from continuing operations | $ | $ | $ | ||||||||||||||
| Basic (loss) earnings per share from discontinued operations | ( | ( | |||||||||||||||
| Basic earnings per share attributable to stockholders | $ | $ | $ | ||||||||||||||
| Diluted earnings per share from continuing operations | $ | $ | $ | ||||||||||||||
| Diluted (loss) earnings per share from discontinued operations | ( | ( | |||||||||||||||
| Diluted earnings per share attributable to stockholders | $ | $ | $ | ||||||||||||||
See accompanying notes to the consolidated financial statements.
85
PREMIER, INC. | ||||||||||||||||||||||||||
Consolidated Statements of Stockholders' Equity | ||||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||
| Class A Common Stock | Treasury Stock | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||
| Issuance of Class A common stock under equity incentive plan | — | — | — | — | ||||||||||||||||||||||
| Issuance of Class A common stock under employee stock purchase plan | — | — | — | — | ||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||
| Repurchase of vested restricted units for employee tax-withholding | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
| Net loss attributable to non-controlling interest | — | — | — | — | ( | — | ||||||||||||||||||||
| Change in ownership of consolidated entity | — | — | — | — | — | — | ||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| Distribution of investment in unconsolidated affiliate to non-controlling interests | — | — | — | — | ( | — | ( | |||||||||||||||||||
| Non-controlling interest in consolidated investments | — | — | — | — | — | — | ||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Other | — | — | — | — | — | — | ||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||
| Issuance of Class A common stock under equity incentive plan | — | — | — | — | — | |||||||||||||||||||||
| Issuance of Class A common stock under employee stock purchase plan | — | — | — | — | ||||||||||||||||||||||
| Treasury stock | ( | — | ( | ( | — | — | ( | |||||||||||||||||||
| Retirement of Class A common stock | — | ( | ( | — | ( | — | ||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||
| Repurchase of vested restricted units for employee tax-withholding | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
| Net loss attributable to non-controlling interest | — | — | — | — | ( | — | ||||||||||||||||||||
| Change in ownership of consolidated entity | — | — | — | — | — | — | ||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||
| Issuance of Class A common stock under equity incentive plan | — | — | — | — | — | |||||||||||||||||||||
| Issuance of Class A common stock under employee stock purchase plan | — | — | — | — | ||||||||||||||||||||||
| Treasury stock | ( | — | ( | — | — | ( | ||||||||||||||||||||
| Retirement of Class A common stock | — | ( | ( | — | ( | — | ||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||
| Repurchase of vested restricted units for employee tax-withholding | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
| Net income attributable to non-controlling interest | — | — | — | — | ( | — | ||||||||||||||||||||
| Change in ownership of consolidated entity | — | — | — | — | — | — | ||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| Distribution of investment in unconsolidated affiliate to non-controlling interests | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||
See accompanying notes to the consolidated financial statements.
86
PREMIER, INC. | |||||||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||||||
(In thousands) | |||||||||||||||||
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Operating activities | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Net loss (income) from discontinued operations, net of tax | ( | ||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Equity in net (income) loss of unconsolidated affiliates | ( | ( | |||||||||||||||
| Deferred income taxes | ( | ||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Impairment of assets | |||||||||||||||||
| Other, net | ( | ( | |||||||||||||||
| Changes in operating assets and liabilities, net of the effects of acquisitions: | |||||||||||||||||
| Accounts receivable | ( | ( | |||||||||||||||
| Contract assets | ( | ( | |||||||||||||||
| Prepaid expenses and other assets | |||||||||||||||||
| Accounts payable | ( | ( | |||||||||||||||
| Revenue share obligations | |||||||||||||||||
| Accrued expenses, deferred revenue, and other liabilities | ( | ( | |||||||||||||||
| Net cash provided by operating activities from continuing operations | |||||||||||||||||
| Net cash (used in) provided by operating activities from discontinued operations | ( | ||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Investing activities | |||||||||||||||||
| Purchases of property and equipment | ( | ( | ( | ||||||||||||||
| Proceeds from sale of assets | |||||||||||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||||||||
| Sale of investment in unconsolidated affiliates | |||||||||||||||||
| Other | ( | ( | |||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| Financing activities | |||||||||||||||||
| Payments on notes payable | ( | ( | ( | ||||||||||||||
| Proceeds from credit facility | |||||||||||||||||
| Payments on credit facility | ( | ( | ( | ||||||||||||||
| Proceeds from sale of future revenues | |||||||||||||||||
| Payments on liability related to the sale of future revenues | ( | ( | |||||||||||||||
| Cash dividends paid | ( | ( | ( | ||||||||||||||
| Repurchase of Class A common stock | ( | ( | |||||||||||||||
| Payments on deferred consideration related to acquisition of business | ( | ( | |||||||||||||||
| Payments on earn-out liabilities | ( | ( | |||||||||||||||
| Other, net | ( | ( | ( | ||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Effect of exchange rate changes on cash flows | ( | ( | ( | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | $ | ||||||||||||||
See accompanying notes to the consolidated financial statements.
87
PREMIER, INC.
Notes to Consolidated Financial Statements
Information presented in the Notes to Consolidated Financial Statements is as of June 30, 2025 unless otherwise specifically noted.
(1) ORGANIZATION AND BASIS OF PRESENTATION
Organization
Premier, Inc. (“Premier,” or the “Company”) is a publicly held, for-profit Delaware corporation located in the United States. The Company is a holding company with no material business operations of its own. The Company’s primary asset is its equity interest in its wholly owned subsidiary Premier Healthcare Solutions, Inc., a Delaware corporation (“PHSI”). The Company conducts substantially all of its business operations through PHSI and its other consolidated subsidiaries. The Company, together with its subsidiaries and affiliates, is a leading technology-driven healthcare improvement company, providing solutions to healthcare providers in the United States. Playing a critical role in the rapidly evolving healthcare industry, the Company unites providers, suppliers, and payers to make healthcare better with national scale, smarter with actionable intelligence and faster with novel technologies. The Company offers integrated data and analytics, collaboratives, supply chain solutions, consulting and other services in service of its mission to improve the health of communities. Additionally, the Company also provides some of the various products and services noted above to non-healthcare businesses, including through continued access to its group purchasing organization (“GPO”) programs for non-healthcare members whose contracts were sold to OMNIA Partners, LLC (“OMNIA”) (see Note 11 - Liability Related to the Sale of Future Revenues).
The Company’s business model and solutions are designed to provide its members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company’s enterprise data warehouse, mitigate the risk of innovation, and disseminate best practices to help the Company’s members and other customers succeed in their transformation to higher quality and more cost-effective healthcare.
The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: Supply Chain Services and Performance Services. See Note 18 - Segments for further information related to the Company’s reportable business segments. The Company has no significant foreign operations or revenues. The Supply Chain Services segment includes one of the largest national healthcare GPO programs in the United States, serving acute and continuum of care sites and providing supply chain co-management and financial support services through the Company’s procure-to-pay functionalities which include digital supply chain market insights and digital invoicing and payables automation business (also known as Remitra®). Beginning in fiscal year 2025, the Company’s digital invoicing and payables automation business began to be reported as a component of the Supply Chain Services segment to align with the Company’s strategy and operations. For comparability purposes, fiscal years 2024 and 2023 financial measures are presented with the digital invoicing and payables automation business as a component of Supply Chain Services. The Performance Services segment consists of the Company’s technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement, and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer, and life sciences markets.
Acquisitions and Divestitures
Acquisition of IllumiCare, Inc.
On June 13, 2025, the Company, through its wholly owned subsidiary PHSI, acquired 100 % of the issued and outstanding capital stock in IllumiCare, Inc (“IllumiCare”) in a reverse subsidiary merger transaction for a preliminary adjusted purchase price of $47.5 million, net of cash acquired, and subject to certain customary post-closing adjustments (“IllumiCare acquisition”). The Company paid $39.8 million with cash on hand, of which $4.5 million was placed in escrow to secure primarily certain indemnification obligations of the former IllumiCare owners pursuant to the acquisition agreement. The acquisition agreement provides for potential additional contingent earn-out payments to the former IllumiCare owners of up to $15.0 million over a three-year period based upon achievement of certain specified post-closing business performance goals. IllumiCare is reported as part of the Performance Services Segment. See Note 3 - Business Acquisitions for further information.
Divestiture of Direct Sourcing Business - Discontinued Operations
On September 30, 2024, the Company’s wholly owned subsidiary, Premier Supply Chain Improvement, Inc. (“PSCI”), entered into a Contribution and Exchange Agreement to contribute all outstanding equity interests in its direct sourcing subsidiary, SVS LLC d/b/a S2S Global (“S2S Global”), to Prestige Ameritech, Ltd. (“Prestige”) in exchange for 9,375,000 limited partnership
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units, or a 20 % minority interest, in Prestige (the “S2S Divestiture”). The transaction closed on October 1, 2024. The fair value of the equity received in Prestige as consideration for the contribution of S2S Global was $24.9 million, which resulted in a loss on disposal of S2S Global of $53.0 million. The loss was recorded within net (loss) income from discontinued operations, net of tax, in the accompanying Consolidated Statements of Income and Comprehensive Income.
At the close of the S2S Divestiture, the Company held an approximate 24 % interest in Prestige, comprised of the 20 % direct ownership interest through its sale of S2S Global as well as a 4 % indirect ownership interest through the Company’s consolidated subsidiary, PRAM Holdings, LLC (“PRAM”).
The Company met the criteria for classifying certain assets and liabilities of the direct sourcing business as a discontinued operation as of September 30, 2024. Accordingly, unless otherwise indicated, information in the notes to the condensed consolidated financial statements has been retrospectively adjusted to reflect continuing operations for all periods presented. See Note 4 - Discontinued Operations and Exit Activities for further information.
Principles of Consolidation
The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with United States generally accepted accounting principles (“GAAP”) and include the assets, liabilities, revenues, and expenses of all majority-owned subsidiaries over which the Company exercised control and, when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. The financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, consisting of normal recurring adjustments, unless otherwise disclosed. Certain amounts in prior periods have been reclassified to conform to the current period presentation. The Company believes that the disclosures are adequate to make the information presented not misleading.
Supplementary Cash Flows Information
The following table presents supplementary cash flows information for the years ended June 30, 2025, 2024, and 2023 (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Supplemental schedule of cash flows information: | |||||||||||||||||
| Interest paid | $ | $ | $ | ||||||||||||||
| Income taxes paid | |||||||||||||||||
| Supplemental schedule of non-cash investing and financing activities: | |||||||||||||||||
| Non-cash additions to property and equipment | $ | $ | $ | ||||||||||||||
| Non-cash investment in unconsolidated affiliates | |||||||||||||||||
| Accrued dividend equivalents | |||||||||||||||||
| Accrued excise taxes related to repurchase of Class A common stock | |||||||||||||||||
Use of Estimates in the Preparation of Financial Statements
The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including, but not limited to, estimates for net administrative fees revenue, software licenses, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for credit losses, reserves for net realizable value of inventory, obsolete inventory, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of call rights, values of earn-out liabilities, and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
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(2) SIGNIFICANT ACCOUNTING POLICIES
Business Combinations
The Company accounts for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition costs are recorded as expenses in the Consolidated Statements of Income and Comprehensive Income.
Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of certain assets and liabilities assumed. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, the Company typically uses the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. In the absence of a third-party appraisal, the Company uses internal valuation estimates and benchmarking based on pertinent data from comparable prior acquisitions. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset’s life cycle, and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition.
Fair Value of Financial Instruments
The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach, and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows:
Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market;
Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument, and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; and
Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
Accounts Receivable
Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company’s receivables and contract assets (see below for discussion of contract assets). Receivables consist largely of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for expected credit losses. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member and other customer base, and age of the receivable balances, both individually and in the aggregate. As receivables are generally due within one year, changes to economic conditions are not expected to have a significant impact on the estimate of expected credit losses. However, economic conditions are monitored on a quarterly basis to determine if any adjustments are deemed necessary. Provisions for the allowance for expected credit losses attributable to bad debt are recorded in selling, general, and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income. Accounts
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deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted.
Contract Assets
The Company’s Supply Chain Services segment’s contract assets represent estimated member purchases on supplier contracts for which administrative fees have been earned but not collected. Historically, the Company has not recognized an allowance for credit losses for contract assets associated with administrative fees. The Company’s Performance Services segment’s contract assets represent revenue earned for services provided which the Company is not contractually able to bill as of the end of the respective reporting period. Under ASC Topic 326, the Company includes the Performance Services segment’s contract assets in the reserving process and assesses the risk of loss similar to the methodology of the Company’s receivables, since the contract assets are reclassified to receivables when the Company becomes entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. Certain contract assets are due for periods greater than one year, and changes to economic conditions may have an impact on these receivables. The Company monitors economic conditions on a quarterly basis to determine if changes to the reserve are necessary.
Property and Equipment, Net
Property and equipment is recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the Consolidated Statements of Income and Comprehensive Income for the respective period. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets’ estimated useful lives. See Note 8 - Supplemental Balance Sheet Information.
Costs associated with internally-developed computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage and once the project has reached technological feasibility, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years , and amortization is included in cost of revenue or selling, general, and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income based on the software’s end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. The Company capitalized costs related to internally-developed software of $70.5 million and $73.4 million during the years ended June 30, 2025 and 2024, respectively.
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends, and prospects, the manner in which the asset or asset group is used, and the effects of obsolescence, demand, competition, and other economic factors.
Intangible Assets
Definite-lived intangible assets consist primarily of member relationships, technology, customer relationships, trade names, and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. See Note 9 - Goodwill and Intangible Assets.
The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization on the measurement date. The factors considered by the Company in performing this assessment include current and projected operating results, trends, and prospects, the manner in which the definite-lived intangible asset is used, and the effects of obsolescence, demand, competition, and other economic factors.
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Goodwill
Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. The Company performs its annual goodwill impairment testing as of the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test.
Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company’s most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates, and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then the Company is required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any.
A goodwill impairment charge is recognized for the amount by which the reporting unit's carrying amount exceeds its fair value. The Company determines the fair value of a reporting unit using a discounted cash flow analysis as well as market-based approaches. Significant assumptions utilized in determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, revenue growth rates (including perpetual growth rates), EBITDA margin percentages, and the amount and timing of expected future cash flows of the reporting unit’s business. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions.
Based on a qualitative analysis performed at December 31, 2024, the Company determined impairment indicators were present and the carrying value of the Informatics and Technology Services (“ITS”) reporting unit more likely than not exceeded their fair value. The Company performed a quantitative assessment on the ITS reporting unit which resulted in $126.8 million in goodwill impairment losses (see Note 9 - Goodwill and Intangible Assets).
The Company’s most recent annual impairment testing as of April 1, 2025 consisted of quantitative assessments over the ITS and Premier Performance Partners (“PPP”) reporting units’ goodwill balances of $430.0 million and $30.7 million, respectively. As a result of the quantitative analysis performed on the ITS and PPP reporting units, the Company determined that the fair values of the ITS and PPP reporting units exceeded their carrying values and, therefore, goodwill is not impaired. For the remaining units, the Company elected to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. Based on the qualitative analysis performed, the Company determined that the remaining reporting units did not have indications that impairment was more likely than not to have occurred.
Treasury Stock and Share Retirement
Treasury stock purchases are recorded at cost. As the Company retires treasury shares acquired through share repurchases, the Company returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired to retained earnings.
Contract Costs
Contract costs represent amounts the Company has capitalized and reflect the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs related to implementing SaaS informatics tools. For commissions on new contracts, these costs are amortized over the life of the expected relationship with the customer for the respective performance obligation. For renewals, commissions are amortized over the contract life with the customer. Implementation costs are amortized on a straight-line basis, once the tool is implemented, over the life of the expected relationship with the customer for the respective performance obligation, which is consistent with the transfer of services to the customer to which the implementation relates. The Company’s contract costs are included in other assets in the Consolidated Balance Sheets. The associated amortization related to sales commissions and implementation costs is included in selling, general, and administrative expenses and cost of revenue, respectively, in the Consolidated Statements of Income and Comprehensive Income.
Deferred Revenue
Deferred revenue consists of unrecognized revenue related to advanced customer invoicing or member payments received prior to fulfillment of the Company’s revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription
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fees and deferred consulting fees. Subscription fees for Company-hosted SaaS applications are deferred until the customer’s unique data records have been incorporated into the underlying software database or until customer site-specific software has been implemented and the customer has access to the software. Deferred consulting fees arise upon invoicing to customers prior to services being performed.
Liability Related to the Sale of Future Revenues
The Company accounts for the sale of future revenues as a liability with both current and non-current portions. In order to determine the timing of the reduction in debt associated with the sale of future revenues, the Company estimates the total future revenues expected to be remitted to the purchaser. The Company recognizes interest expense based on an estimated effective annual interest rate. The Company determines the effective interest rate based on recognized and expected future revenue and maintains a consistent interest rate throughout the life of the agreement. This estimate contains significant assumptions that impact both the amount of debt and the interest expense recorded over the life of the agreement. To the extent the amount or timing of future payments varies materially from the original estimate, the Company will make a cumulative adjustment to the carrying amount of the debt, which will be recorded as a non-cash gain or loss in other income in the Consolidated Statements of Income and Comprehensive Income. See Note 11 - Liability Related to the Sale of Future Revenues.
Deferred Compensation Plan Assets and Related Liabilities
The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company’s 401(k) plan. The amounts deferred are invested in assets at the direction of the employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company.
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Leases
The Company enters into lease contracts in which the Company is the lessee, substantially all of which are related to office space leased in various buildings used for general corporate purposes. The terms of these non-cancelable operating leases typically require the Company to pay rent and a share of operating expenses and real estate taxes, generally with an inflation-based rent increase included. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term beginning at the commencement date. Operating lease right-of-use assets are adjusted for lease incentives, deferred rent, and initial direct costs, if incurred. The Company’s leases generally do not include an implicit rate; therefore, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of July 1, 2019, the Company’s transition to ASC Topic 842. For subsequent leases entered into after the transition to ASC Topic 842, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of the respective lease commencement date. The related lease expense is recognized on a straight-line basis over the lease term.
Revenue Recognition
The Company accounts for a contract with a customer when the contract is approved and the parties are committed to perform their respective obligations, the rights of the parties, including payment terms, are identified, the contract has commercial substance, and consideration is probable of collection.
Revenue is recognized when, or as, control of a promised product or service transfers to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. The Company’s contracts may include terms that could cause variability in the transaction price, including, for example, revenue share, rebates, discounts, and variable fees based on performance.
The Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management to make complex, difficult, or subjective judgments and to make estimates about the effect of matters that are inherently uncertain. As such, the Company may not be able to reliably estimate variable fees based on performance in certain long-term arrangements due to uncertainties that are not expected to be resolved for a long period of time or when the Company’s experience with similar types of contracts is limited. Estimates of variable consideration and the determination of whether to include estimated amounts of consideration in the transaction price are based on information (historical, current, and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction, and the specific facts and circumstances of each arrangement. Additionally, management performs periodic analyses to verify the accuracy of estimates for variable consideration.
Although the Company believes that its approach in developing estimates and reliance on certain judgments and underlying inputs is reasonable, actual results could differ which may result in increases or decreases in revenue that could be material.
Performance Obligations
A performance obligation is a promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the promise to transfer individual goods or services is not separately identifiable from other promises, and therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple deliverable arrangements such as licensing, subscription, consulting services, etc.
Net Administrative Fees Revenue
Net administrative fees revenue is a single performance obligation earned through a series of distinct daily services and includes maintaining a network of members to participate in the group purchasing program and providing suppliers efficiency in contracting and access to the Company’s members. Revenue is generated through administrative fees received from suppliers and is included in net administrative fees revenue in the accompanying Consolidated Statements of Income and Comprehensive Income.
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The Company, through its GPO programs, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1 % to 3 % of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are variable consideration and are recognized as earned based upon estimated purchases by the Company’s members utilizing analytics based on historical member spend and updates for current trends and expectations. Administrative fees are estimated due to the difference in timing of when a member purchases on a supplier contract and when the Company receives the purchasing information. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. Administrative fee revenue receivable is included in contract assets in the accompanying Consolidated Balance Sheets.
Generally, the Company records a revenue share to members equal to a percentage of gross administrative fees, which is estimated according to the members’ contractual agreements with the Company using a portfolio approach based on historical revenue share percentages and adjusted for current or anticipated trends. Revenue share is recognized as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue, and the corresponding revenue share liability is included in revenue share obligations in the accompanying Consolidated Balance Sheets.
Software Licenses, and Other Services and Support Revenue
The Company generates software licenses, and other services and support revenue through Supply Chain Services and Performance Services.
Within Supply Chain Services, revenue is generated through the GPO, supply chain co-management, and procure-to-pay business.
GPO. GPO revenue generating activities include revenue from technology solutions and from additional services provided to suppliers.
Supply Chain Co-Management. Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed.
Procure-to-Pay. Revenue for the procure-to-pay business primarily consists of fees from healthcare suppliers and providers as well as members and other customers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced after services have been provided.
Performance Services revenue consists of revenue generated through the Company’s technology and services platform. The main sources of revenue under technology and services platform are (i) subscription agreements to the Company’s SaaS-based clinical intelligence, margin improvement, and value-based care products, (ii) licensing revenue, (iii) professional fees for consulting services, and (iv) other miscellaneous revenue including data licenses, annual subscriptions to the Company’s performance improvement collaboratives, insurance services management fees, and commissions from endorsed commercial insurance programs.
SaaS-based Products Subscriptions: SaaS-based clinical analytics subscriptions include the right to access the Company’s proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care, and provider analytics. SaaS arrangements create a single performance obligation for each subscription within the contract in which the nature of the obligation is a stand-ready obligation, and each day of service meets the criteria for over time recognition. Pricing varies by application and size of healthcare system. Clinical analytics products subscriptions are generally - to five-year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis, and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member’s data set in order to access and transfer member data into the Company’s hosted SaaS-based clinical analytics products. Implementation is generally 60 to 240 days following contract execution before the SaaS-based clinical analytics products can be fully utilized by the member.
Software Licenses: Enterprise analytics licenses include term licenses that generally range from to ten years and offer clinical analytics products, improvements in cost management, quality and safety, value-based care, and provider analytics. Pricing varies by application and size of healthcare system. Revenue on licensing is recognized upon delivery of the software code, and revenue from hosting and maintenance is recognized ratably over the life of the contract.
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Consulting Services: Consulting services are provided under contracts whose terms vary according to the specific nature of each engagement. These services typically include general consulting, report-based consulting and margin improvement initiatives. Promised services under such consulting engagements are typically not considered distinct and are regularly combined and accounted for as one performance obligation. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees, the performance guarantees are estimated and accounted for as a form of variable consideration when determining the transaction price. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Occasionally, the Company’s entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous benefit provided to the Company’s customers.
Consulting arrangements can require estimates for the transaction price and estimated number of hours within an engagement. These estimates are based on the expected value which is derived from outcomes from historical contracts that are similar in nature and forecasted amounts based on anticipated savings for the new agreements. The transaction price is generally constrained until the target transaction price becomes more certain.
Other Miscellaneous Revenue:
•Revenue from data licenses which provide customers data from the technology and services platform healthcare database. The revenue from the data deliverables is recognized upon delivery of the data.
•Revenue from performance improvement collaboratives that support the Company’s offerings in cost management, quality and safety, and value-based care is recognized over the service period as the services are provided, which is generally one to three years. Performance improvement collaboratives revenue is considered one performance obligation and is generated by providing customers access to online communities whereby data is housed and available for analytics and benchmarking.
•Insurance services management fees are recognized in the period in which such services are provided. Commissions from insurance carriers for sponsored insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations.
Multiple Deliverable Arrangements
The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions, term licenses, and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately to five years after the applicable contract execution date. On occasion, agreements may range up to 10 years. The Company uses judgment in determining the stand-alone selling price (“SSP”) for products and services. Revenue, including both fixed and variable consideration, is allocated to the individual performance obligations within the arrangement based on the SSP. The Company typically establishes a SSP range for products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, the Company applies observable inputs using the value relationship between support and term license and the average economic life of the products.
The Company also enters into agreements that bundle GPO services with technology and consulting services. These agreements typically provide for sharing of administrative fees received from suppliers and rebates paid to members, or net administrative fees, as well as fees from members for their access to or use of technology or consulting services.
The overall estimated transaction price, including net administrative fees and any fees for technology or consulting services, is allocated based on their respective SSP as part of an initial scoping to bifurcate the net administrative fees from the other components in the bundle. The Company uses judgment in determining the SSP for net administrative fees, technology, and services and typically establish a range for each area, which is reassessed on a periodic basis or when facts and circumstances change. Following this scoping allocation, the amount allocated to each component is recognized as revenue as described above.
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Cost of Revenue and Operating Expenses
Cost of Revenue
Cost of services and software licenses revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and other customers, and implementation services related to SaaS informatics tools and licensed software products along with associated amortization of certain capitalized contract costs. Cost of services and software licenses revenue also includes expenses related to data center capacity costs, third-party product license expenses, and amortization of the cost of internally-developed software.
Operating Expenses
Selling, general, and administrative expenses consist of expenses directly associated with selling and administrative employees, indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, hosting services, expenses incurred to maintain the Company’s software-related products and services including contractor expenses, and other general overhead expenses. SG&A expenses can also include impairment of goodwill, intangibles, or other long-lived assets.
Research and development expenses consist of employee-related compensation and benefits expenses and third-party consulting fees of technology professionals for internally-developed computer software that are incurred prior to reaching technological feasibility.
Amortization of purchased intangible assets includes the amortization of all identified definite-lived intangible assets resulting from acquisitions.
Advertising Costs
Income Taxes
The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized.
The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company’s tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest, and penalty assessments by these taxing authorities.
In determining the Company’s tax expense for financial reporting purposes, the Company establishes a reserve when there are transactions, calculations, and tax filing positions for which the tax determination is uncertain and it is more likely than not that such positions would not be sustained upon examinations.
The Company adjusts its tax reserve estimates periodically based on the changes in facts and circumstances, such as ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations, and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax reserves and related estimated interest charges that are considered appropriate. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense.
Comprehensive Income
Comprehensive income includes all changes in stockholders’ equity during a period from non-owner sources. Net income and other comprehensive income are reported, net of their related tax effect, to arrive at comprehensive income.
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Basic and Diluted Earnings per Share (“EPS”)
Basic EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potentially issuable dilutive shares of Class A common stock (“Common Stock”), unless the effect of such inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock increased by the dilutive effects of potentially issuable dilutive shares of Common Stock during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method.
Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant expenses. ASU 2023-07 is effective for the Company for the fiscal year beginning July 1, 2024. The Company adopted ASU 2023-07 during the fourth quarter of fiscal 2025. The standard did not have a material impact other than enhanced disclosures.
Recently Issued Accounting Standards Not Yet Adopted
In October 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”), which modifies the disclosure or presentation requirements of a variety of topics in the codification. ASU 2023-06 will be effective for the Company on the date of the SEC’s removal of the related guidance from Regulation S-X or Regulation S-K, or for the fiscal year beginning July 1, 2028, at the latest. Early adoption is prohibited. The Company has preliminarily evaluated the new standard and acknowledges the standard will result in enhanced disclosures.
In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which updates disclosure requirements primarily through enhanced disclosures about rate reconciliation and income taxes paid. ASU 2023-09 will be effective for the Company for the fiscal year beginning July 1, 2025. The Company has preliminarily evaluated the new standard and acknowledges the standard will result in enhanced disclosures.
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires disaggregated disclosure of income statement expenses for public business entities. In January 2025, the Financial Accounting Standards Board issued Accounting Standards Update No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which clarified the effective date for ASU 2024-03. These amendments are intended to provide more information about types of expenses in commonly presented expense captions. ASU 2024-03 will be effective for the Company for the fiscal year beginning July 1, 2027. Early adoption is permitted. The Company is currently evaluating the new standard and the impact on its consolidated financial statements and related disclosures.
(3) BUSINESS ACQUISITIONS
Acquisition of IllumiCare
On June 13, 2025, the Company, through its wholly owned subsidiary PHSI, acquired 100 % of the issued and outstanding capital stock in IllumiCare in a reverse subsidiary merger transaction for a preliminary adjusted purchase price of $47.5 million, net of cash acquired, and subject to certain customary post-closing adjustments. The Company paid $39.8 million with cash on hand, net of cash acquired, of which $4.5 million was placed in escrow to secure primarily certain indemnification obligations of the former IllumiCare owners. The acquisition agreement provides for potential additional contingent earn-out payments to the former IllumiCare owners of up to $15.0 million over a three-year period based upon achievement of certain specified post-closing business performance goals. As of June 30, 2025, the fair value of the earn-out liability was $7.7 million (see Note 6 - Fair Value Measurements), which was included in the adjusted purchase price.
The Company has accounted for the IllumiCare acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The preliminary fair value assigned to intangible assets acquired was $19.7 million, consisting primarily of developed technology. Other assets and liabilities acquired are not material. The IllumiCare acquisition resulted in the preliminary recognition of $28.9 million of goodwill (see Note 9 - Goodwill and Intangible Assets) attributable to the anticipated profitability of IllumiCare, based on the purchase price
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paid in the acquisition compared to the fair value of the net assets acquired. The IllumiCare acquisition was considered a stock acquisition for income tax purposes.
The initial accounting for the IllumiCare acquisition is preliminarily based upon the Company’s estimates of fair value. The estimated fair values of the assets acquired and liabilities assumed, and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including utilization of a benchmarking approach based on the Company’s prior acquisitions to determine preliminary fair values for identified intangible assets. These estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date, principally related to the valuation of the acquired intangible assets, finalizing the measurement of the acquired net working capital, and the associated income tax considerations. As the initial acquisition accounting is based on preliminary assessments, all amounts could change, potentially materially, as there is significant additional information that the Company must obtain to finalize the valuations of the assets acquired and liabilities assumed, and to establish the value of the acquired intangible assets, due to the proximity of the acquisition date to the balance sheet date of June 30, 2025. The Company believes that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. The Company will continue to evaluate these items until they are satisfactorily resolved and will adjust acquisition accounting accordingly, within the allowable measurement period.
IllumiCare is reported as part of the Performance Services Segment.
Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to the Company’s historical consolidated financial statements.
(4) DISCONTINUED OPERATIONS AND EXIT ACTIVITIES
In connection with the sale of certain assets and wind down and exit from the direct sourcing business (see Note 1 - Organization and Basis of Presentation), the Company met the criteria for classifying certain assets and liabilities of S2S Global as a discontinued operation as of September 30, 2024. Prior to its classification as a discontinued operation, S2S Global was included as part of the Supply Chain Services segment.
During the year ended June 30, 2025, the Company recorded a loss on disposal of S2S Global of $53.0 million. The loss was recorded within , in the accompanying Consolidated Statements of Income and Comprehensive Income.
The following table summarizes the major classes of assets and liabilities classified as discontinued operations at June 30, 2025 and June 30, 2024 (in thousands):
| June 30, 2025 | June 30, 2024 | ||||||||||
| Assets | |||||||||||
| Accounts receivable | $ | $ | |||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
Deferred income tax assets | |||||||||||
Other assets | |||||||||||
Current assets of discontinued operations | $ | $ | |||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Accrued compensation and benefits | |||||||||||
Current liabilities of discontinued operations | $ | $ | |||||||||
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The following table summarizes the major components of net (loss) income from discontinued operations for the years ended June 30, 2025, 2024 and 2023 (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net revenue | $ | $ | $ | ||||||||||||||
| Cost of revenue | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||
| Amortization of purchased intangible assets | |||||||||||||||||
| Operating expenses | |||||||||||||||||
| Operating (loss) income from discontinued operations | ( | ( | |||||||||||||||
| Other (expense) income | ( | ||||||||||||||||
| Net (loss) income from discontinued operations before income taxes | ( | ( | |||||||||||||||
| Income tax (benefit) expense | ( | ( | |||||||||||||||
| Net (loss) income from discontinued operations, net of tax, attributable to stockholders | $ | ( | $ | $ | ( | ||||||||||||
(5) INVESTMENTS
Investments in Unconsolidated Affiliates
The Company’s investments in unconsolidated affiliates consisted of the following (in thousands):
| Carrying Value | Equity in Net Income (Loss) | ||||||||||||||||||||||||||||
| June 30, | Year Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||
| FFF | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Prestige | |||||||||||||||||||||||||||||
| Exela | ( | ||||||||||||||||||||||||||||
| Qventus | |||||||||||||||||||||||||||||
| Other investments | ( | ||||||||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
The Company, through its indirect, wholly owned subsidiary Premier Supply Chain Improvement, LLC. (“PSCI”), held a 49
The Company holds ownership interest in Prestige through its wholly owned subsidiary, PSCI, and through the Company’s consolidated subsidiary, PRAM. At June 30, 2025, the Company held an approximate 24 % interest in Prestige, comprised of the 20 % direct ownership interest received as consideration in the S2S Divestiture (see Note 1 - Organization and Basis of Presentation) as well as its indirect ownership interest through PRAM (discussed below). The Company accounts for its investment in Prestige using the equity method of accounting and includes the investment as part of the Supply Chain Services segment.
The Company, through its consolidated subsidiary, PRAM, held an approximate 16 % interest in Prestige through PRAM’s ownership of Prestige limited partnership units at June 30, 2025. Prior to the S2S Divestiture, which resulted in dilution to PRAM’s ownership interest in Prestige, PRAM held an approximate 20 % interest in Prestige. At June 30, 2025 and 2024, the Company owned approximately 26 16
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The Company, through its consolidated subsidiary, ExPre Holdings, LLC (“ExPre”), held an approximate 6 15 11
The Company, through PHSI, held an approximate 7
Unconsolidated Significant Subsidiaries
In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated investments, if any, are considered “significant subsidiaries.” In evaluating these investments, there are three tests utilized to determine if any unconsolidated subsidiaries are considered significant subsidiaries: the investment test, the asset test, and the income test. Rule 3-09 of Regulation S-X requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary (unconsolidated subsidiaries in which the Company owns greater than 50% of the voting securities) in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information of unconsolidated subsidiaries in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b)(1) of Regulation S-X. For the years ended June 30, 2025, 2024, and 2023, none of the Company’s unconsolidated investments were considered significant subsidiaries.
(6) FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands):
| Fair Value of Financial Assets and Liabilities | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||
| Deferred compensation plan assets | $ | $ | $ | $ | |||||||||||||||||||
| Total assets | |||||||||||||||||||||||
| Earn-out liabilities | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| June 30, 2024 | |||||||||||||||||||||||
| Deferred compensation plan assets | $ | $ | $ | $ | |||||||||||||||||||
| Total assets | |||||||||||||||||||||||
| Earn-out liabilities | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
Deferred compensation plan assets consisted of highly liquid mutual fund investments, which were classified as Level 1. The current portion of deferred compensation plan assets ($18.8 million and $6.8 million at June 30, 2025 and 2024, respectively) was included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets.
Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)
FFF Put and Call Rights
On July 29, 2021, the FFF shareholders’ agreement was amended resulting in the termination of the FFF Put Right and the derecognition of the FFF Put Right liability.
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In the event of a Key Man Event (generally defined in the shareholders’ agreement as the resignation, termination for cause, death or disability of the majority shareholder), the Company has a call right that requires the majority shareholder to sell its remaining interest in FFF to the Company, and is exercisable at any time within 180 calendar days after the date of a Key Man Event (the “Call Right,” together with the FFF Put Right, the “Put and Call Rights”). As of June 30, 2025 and 2024, the Call Right had zero
Earn-out liabilities
Earn-out liabilities have been established in connection with certain acquisitions, including the acquisition of substantially all of the assets and certain liabilities of Acurity, Inc. and Nexera, Inc. (the “Acurity and Nexera asset acquisition”) in February 2020 as well as the IllumiCare acquisition in June 2025. The earn-out liability related to the Acurity and Nexera asset acquisition was based upon the Company’s achievement of a range of member renewals on terms agreed to by the Company and Greater New York Hospital Association based on prevailing market conditions in December 2023. Earn-out liabilities are classified as Level 3 of the fair value hierarchy. The earn-out liability values for the IllumiCare acquisition were determined based on projected results during the earn-out period.
Acurity and Nexera Earn-out (a)
The earn-out liability arising from expected earn-out payments related to the Acurity and Nexera asset acquisition was measured on the acquisition date using a probability-weighted expected payment model and was remeasured periodically due to changes in management’s estimates of the number of transferred member renewals and market conditions. In determining the fair value of the contingent liabilities, management reviewed the current results of the acquired business, along with projected results for the remaining earn-out period, to calculate the expected earn-out payment to be made based on the contractual terms set out in the acquisition agreement. At June 30, 2024, the Acurity and Nexera earn-out liability utilized a credit spread of 1.0 %. The fair value of the Acurity and Nexera earn-out liability at June 30, 2024 was $28.5 million. The Company and Greater New York Hospital Association agreed to a total earn-out of $27.0 million, which was paid in January 2025.
A reconciliation of the Company’s Level 3 earn-out liabilities is as follows (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Beginning balance | $ | $ | $ | ||||||||||||||
(Settlements) purchases (a) | ( | ( | |||||||||||||||
| ( | |||||||||||||||||
| Ending balance | $ | $ | $ | ||||||||||||||
_________________________________
(a)Settlements for the years ended June 30, 2025 and 2024 represent payments on earn-out liabilities. Purchases for the year ended June 30, 2025 represent the earn-out associated with the IllumiCare acquisition. Purchases for the year ended June 30, 2023 include an earn-out which had not been earned or paid as of June 30, 2023.
(b)Gains on level 3 liability balances will decrease the liability ending balance and losses on level 3 liability balances will increase the liability ending balance. (Gains) losses on earn-out liabilities are included in selling, general, and administrative expenses on the Consolidated Statements of Income and Comprehensive Income.
Non-Recurring Fair Value Measurements
As a result of the August 2020 Restructuring, the Company recorded non-interest bearing notes payable to former limited partners during the first quarter of fiscal year 2021. Although these notes are non-interest bearing, they include a Level 2 input associated with an implied fixed annual interest rate of 1.8 % (see Note 10 - Debt and Notes Payable). At June 30, 2025, these notes payable to former limited partners were fully paid.
During the year ended June 30, 2025, in conjunction with the Company’s assessment to determine whether it was more likely than not that the fair values of any of its reporting units were below their carrying amounts, the Company recorded a pre-tax impairment charge in selling, general, and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income related to the ITS reporting unit. The impairment related to goodwill (see Note 9 - Goodwill and Intangible Assets).
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Financial Instruments for Which Fair Value is Only Disclosed
At June 30, 2025, the Company had no other non-interest bearing notes payable. At June 30, 2024, the fair values of non-interest bearing notes payable, classified as Level 2, were equal to their carrying value based on an assumed market interest rate of 1.6 %.
Other Financial Instruments
The fair values of cash, accounts receivable, accounts payable, accrued liabilities, and the Credit Facility (as defined in Note 10 - Debt and Notes Payable) approximated carrying value due to the short-term nature of these financial instruments.
(7) CONTRACT BALANCES
Contract Assets, Deferred Revenue, and Revenue Share Obligations
The timing of revenue recognition, billings, and cash collections results in accounts receivable, contract assets (unbilled receivables), and deferred revenue on the Consolidated Balance Sheets. Contract assets decreased by $17.6 million during the year ended June 30, 2025 primarily due to invoices issued for margin improvement services relating to certain Performance Services contracts where revenue was recognized ahead of invoicing and the timing of cash received from contracted suppliers based on members’ purchases, partially offset by revenue recognition from licensing contracts. The revenue recognition from licensing contracts represents performance obligations that have been satisfied prior to customer invoicing offset by the timing of invoicing related to the licensing contracts. Revenue share obligations increased by $54.5 million during the year ended June 30, 2025 compared to the year ended June 30, 2024 primarily driven by higher average revenue fee share percentage in the underlying revenue share arrangements.
Revenue recognized during the year ended June 30, 2025 that was included in the opening balance of deferred revenue at June 30, 2024 was $16.5 million, which is a result of satisfying performance obligations primarily within the Performance Services segment.
Performance Obligations
A performance obligation is a contractual obligation to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the agreement to transfer individual goods or services is not separately identifiable from other contractual obligations and, therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple phases or deliverable arrangements (licensing fees, software-as-a-service (“SaaS”) subscription fees, maintenance and support fees, and professional fees for consulting services).
Net revenue of $3.6 million was recognized during the year ended June 30, 2025 from performance obligations that were satisfied or partially satisfied on or before June 30, 2024. The net revenue recognized was driven by an increase of $8.0 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period, partially offset by a decrease of $4.4 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business.
Net revenue of $13.0 million was recognized during the year ended June 30, 2024 from performance obligations that were satisfied or partially satisfied on or before June 30, 2023. The net revenue recognized was driven by an increase of $7.8 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business and an increase of $5.2 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period.
Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of June 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $751.1 million. The Company expects to recognize 35 % of the remaining performance obligations over the next twelve months , an additional 23 % over the following twelve months and an additional 33 % over the following 36 months, with the remainder recognized thereafter.
Contract Costs
The Company capitalizes the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs associated with implementing SaaS informatics tools. At June 30, 2025, the Company had $25.8 million in capitalized
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contract costs, including $16.3 million related to sales commissions and $9.5 million related to implementation costs. The Company recognized $11.6 million of related amortization expense for the year ended June 30, 2025.
At June 30, 2024, the Company had $25.5 million in capitalized contract costs, including $16.1 million related to sales commissions and $9.4 million related to implementation costs. The Company recognized $11.0 million of related amortization expense for the year ended June 30, 2024.
(8) SUPPLEMENTAL BALANCE SHEET INFORMATION
Accounts Receivable, Net
Trade accounts receivable consisted of amounts due for services and products from hospital and healthcare members, distributors, and other customers.
Accounts receivable, net consisted of the following (in thousands):
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Trade accounts receivable | $ | $ | |||||||||
| Other | |||||||||||
| Total accounts receivable | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| June 30, | |||||||||||||||||
| Useful life | 2025 | 2024 | |||||||||||||||
| Capitalized software | $ | $ | |||||||||||||||
| Computer hardware | |||||||||||||||||
| Furniture and other equipment | |||||||||||||||||
| Leasehold improvements | Lesser of estimated useful life or term of lease | ||||||||||||||||
| Total property and equipment | |||||||||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||||||||
| Property and equipment, net | $ | $ | |||||||||||||||
Depreciation and amortization expense related to property and equipment was $79.4 million, $81.7 million, and $85.7 million for the years ended June 30, 2025, 2024, and 2023, respectively. Unamortized capitalized software costs were $180.6 million and $178.6 million at June 30, 2025 and 2024, respectively.
During the years ended June 30, 2025 and June 30, 2024, the Company incurred of $2.8 million and $9.8 million, respectively, related to the Contigo Health reporting unit as the carrying value of the assets was not recoverable. The Company did not incur a material loss on disposal or impairment of long-lived assets during the year ended June 30, 2023.
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Other Long-Term Assets
Other long-term assets consisted of the following (in thousands):
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Contract assets, less current portion | $ | $ | |||||||||
| Capitalized contract costs | |||||||||||
Other (a) | |||||||||||
| Total other long-term assets | $ | $ | |||||||||
_________________________________
(a)Includes deferred loan costs, net of $1.9 million and $2.7 million as of June 30, 2025 and 2024, respectively.
Contract costs include capitalized sales commissions and implementation costs. See Note 7 - Contract Balances for further information.
The Company recorded amortization expense on deferred loan costs of $0.8 million, $0.8 million, and $0.7 million the years ended June 30, 2025, 2024, and 2023, respectively. Amortization expense on deferred loan costs was recognized based on the straight-line method, which approximates the effective interest method, and was included in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.
Other Long-Term Liabilities
Other long-term liabilities consisted of the following (in thousands):
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Reserve for uncertain tax positions | $ | $ | |||||||||
| Earn-out liability, less current portion | |||||||||||
| Other | |||||||||||
| Total other long-term liabilities | $ | $ | |||||||||
Earn-out liabilities were established in connection with the IllumiCare acquisition. See Note 6 - Fair Value Measurements for further information.
(9) GOODWILL AND INTANGIBLE ASSETS
Beginning in fiscal year 2025, the digital invoicing and payables automation business is reported as a component of the Supply Chain Services segment. For comparability purposes, fiscal year 2024 financial measures are presented with the digital invoicing and payables automation business as a component of Supply Chain Services.
Fiscal Year 2025 Impairment
In connection with the preparation of its quarterly financial statements during the second quarter of fiscal year 2025, the Company assessed changes in circumstances that occurred during the quarter to determine whether it was more likely than not that the fair values of any of its reporting units were below their carrying amounts. Triggering events during the second quarter of fiscal year 2025 related to a reduction in short-term financial projections and a higher discount rate led the Company to conclude that when considering the events and factors in totality, it was more likely than not that the fair value of the ITS reporting unit would be below its carrying value at December 31, 2024. The fair value of the reporting unit was computed using reasonable valuation methodologies, the most significant of which being the discounted cash flow analysis. The discounted cash flow model uses 9.5 years of forecasted cash flows plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The Company’s significant assumptions in the discounted cash flow model include, but are not limited to, Level 3 inputs such as a discount rate utilizing a weighted average cost of capital, revenue growth rates (including perpetual growth rate), EBITDA margin percentages and debt-free net cash flows of the reporting unit’s business. These assumptions were developed in consideration of current market conditions and future expectations, which include, but were not limited to, new product offerings, market demand and impacts from competition. As a result, during the second quarter of fiscal year 2025, the Company recorded a pre-tax goodwill impairment charge of $126.8 million related to the ITS reporting unit recorded in
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selling, general, and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income.
Fiscal Year 2024 Impairment
During the year ended June 30, 2024, the Company recorded impairment charges related to the Contigo Health reporting unit in the accompanying Consolidated Statements of Income and Comprehensive Income. The pre-tax comprised of $16.5 million for goodwill, $96.1 million for the provider network, $11.9 million for customer relationships, $0.6 million for technology, $0.3 million for non-compete agreements, and $4.6 million for other intangible assets. At June 30, 2024, the Contigo Health reporting unit’s goodwill and intangible assets were fully impaired.
Fiscal Year 2023 Impairment
During the year ended June 30, 2023, the Company recorded pre-tax goodwill impairment charges of $54.4 million related to the Contigo Health reporting unit in the accompanying Consolidated Statements of Income and Comprehensive Income.
Goodwill
A reconciliation of goodwill by segment is as follows (in thousands):
| Supply Chain Services | Performance Services | Total | |||||||||||||||
| June 30, 2024 | $ | $ | $ | ||||||||||||||
| Acquisition of IllumiCare | |||||||||||||||||
| ( | ( | ||||||||||||||||
| June 30, 2025 | $ | $ | $ | ||||||||||||||
Goodwill decreased due to the current year impairment, partially offset by the IllumiCare acquisition (see Note 3 - Business Acquisitions). Goodwill recorded as part of the IllumiCare acquisition was included in the ITS reporting unit at June 30, 2025.
At June 30, 2025, the Company had accumulated impairment losses to goodwill at Performance Services of $197.7 million. At June 30, 2024, the Company had accumulated impairment losses to goodwill at Performance Services of $70.9 million.
Intangible Assets, Net
Intangible assets, net consisted of the following (in thousands):
| June 30, 2025 | June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Useful Life | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||||||||||||||||||
| Member relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Non-compete agreements | ( | ( | |||||||||||||||||||||||||||||||||||||||
Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
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The net carrying value of intangible assets by segment was as follows (in thousands):
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supply Chain Services | $ | $ | |||||||||
Performance Services | |||||||||||
| Total intangible assets, net | $ | $ | |||||||||
The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total amortization expense | $ | ||||
(10) DEBT AND NOTES PAYABLE
Long-term debt and notes payable consisted of the following (in thousands):
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Credit Facility | $ | $ | |||||||||
| Notes payable to members, net of discount | |||||||||||
| Other notes payable | |||||||||||
| Total debt and notes payable | $ | $ | |||||||||
Credit Facility
PHSI, along with its consolidated subsidiaries, Premier LP and PSCI (“Co-Borrowers”), and certain domestic subsidiaries of the Co-Borrowers, as guarantors, entered into a senior unsecured Amended and Restated Credit Agreement, dated as of December 12, 2022 (the “Credit Facility”). The Credit Facility has a maturity date of December 12, 2027, subject to up to two one-year extensions, and provides for borrowings of up to $1.0 billion with (i) a $50.0 million sub-facility for standby letters of credit and (ii) a $100.0 million sub-facility for swingline loans. The Credit Facility also provides that Co-Borrowers may from time to time (i) incur incremental term loans and (ii) request an increase in the revolving commitments under the Credit Facility, together up to an aggregate of $350.0 million, subject to the approval of the lenders providing such term loans or revolving commitment increase. The Credit Facility contains an unconditional and irrevocable guaranty of all obligations of Co-Borrowers under the Credit Facility by the current and future guarantors. Premier is not a guarantor under the Credit Facility.
At the Company’s option, committed loans under the Credit Facility may be in the form of secured overnight financing rate loans (“SOFR Loans”) or base rate loans. SOFR Loans bear interest at Term SOFR plus an adjustment of 0.100 % (“Adjusted Term SOFR”) plus the Applicable Rate (defined as a margin based on the Consolidated Total Net Leverage Ratio (as defined in the Credit Facility)). Base rate loans bear interest at the Base Rate (defined as the highest of the prime rate announced by the administrative agent, the federal funds effective rate plus 0.500 %, the one-month Adjusted Term SOFR plus 1.000 % and 0.000 %), plus the Applicable Rate. The Applicable Rate ranges from 1.250 % to 1.750 % for SOFR Loans and 0.250 % to 0.750 % for base rate loans. At June 30, 2025, the interest rates for SOFR Loans and base rate loans were 5.672 % and 7.750 %, respectively. Co-Borrowers are required to pay a commitment fee ranging from 0.125 % to 0.225 % per annum on the actual daily unused amount of commitments under the Credit Facility. At June 30, 2025, the weighted average interest rate on outstanding borrowings under the Credit Facility was 5.672 % and the commitment fee was 0.125 %.
The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments, and investments. The Company was in compliance with all such covenants at June 30, 2025. The Credit Facility also contains customary events of default, including cross-defaults of any indebtedness or guarantees in excess of $75.0 million. If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the
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request of a majority of the lenders under the Credit Facility, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable.
Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions, repurchases of Common Stock pursuant to any then-existing stock repurchase programs, dividend payments, if and when declared, and other general corporate activities. For the year ended June 30, 2025, the Company had $435.0 million new borrowings and repaid $155.0 million of outstanding borrowings under the Credit Facility. The Company had $280.0 million outstanding borrowings under the Credit Facility at June 30, 2025 with $715.0 million of available borrowing capacity after reductions for outstanding letters of credit. In July 2025, the Company repaid $90.0 million of outstanding borrowings under the Credit Facility.
During the years ended June 30, 2025 and 2024, interest expense on borrowings under the Credit Facility was $7.7 million and $2.5 million, respectively.
Notes Payable
Notes Payable to Former Limited Partners
At June 30, 2025, the Company had fully paid the notes payable to former limited partners, (“LP”). At June 30, 2024, the Company had $101.5 million of notes payable to former LPs, net of discounts on notes payable of $1.2 million, all of which was recorded to current portion of notes payable to former LPs in the accompanying Consolidated Balance Sheets. The notes payable to former LPs were issued in connection with the early termination of the TRA as part of the August 2020 Restructuring. Although the notes payable to former LPs were non-interest bearing, pursuant to GAAP requirements, they were recorded net of imputed interest at a fixed annual rate of 1.8 %. During the year ended June 30, 2025, the Company paid $102.7 million to members including imputed interest of $1.2 million. During the year ended June 30, 2024, the Company paid $102.7 million to members including imputed interest of $3.0 million.
Other
(11) LIABILITY RELATED TO THE SALE OF FUTURE REVENUES
On July 25, 2023, the Company sold substantially all of its non-healthcare GPO member contracts pursuant to an equity purchase agreement with OMNIA (“Equity Purchase Agreement”) for a total purchase price of $723.8 million. For a period of at least 10 years following the closing, the non-healthcare GPO members will continue to be able to make purchases through the Company’s group purchasing contracts. See Note 16 - Income Taxes for further income tax considerations on cash proceeds received as of June 30, 2025.
Pursuant to the terms of the Equity Purchase Agreement, OMNIA acquired Premier’s non-healthcare GPO member agreements. The Company and OMNIA also entered into a 10 year channel partnership agreement (the “Channel Agreement”) pursuant to which the Company remits the associated net cash flows generated from administrative fees from purchasing on supplier contracts. Additionally, the Company has the right to retain royalty fees over the term of the Channel Agreement based on the continued growth of the non-healthcare GPO member agreements.
Under the terms of the Channel Agreement, although the Company sold the rights to retain future net administrative fees from the non-healthcare GPO member agreements, the Company continues to maintain significant involvement in the generation of the gross administrative fees through its supplier portfolio. Due to the Company’s continued involvement, the Company will continue to record net administrative fees from the non-healthcare agreements as revenue. The Company recorded the net proceeds from this transaction as a liability related to the sale of future revenues on the accompanying Consolidated Balance Sheets, which will be amortized using the effective interest method over the remaining contractual life of the Channel Agreement. The Company has no obligation to pay OMNIA any principal or interest balance on the sale of future revenues liability outside of the cash flows generated for administrative fees from the Channel Agreement.
As payments for administrative fees are remitted to OMNIA, the balance of Premier’s obligation will effectively be repaid over the term of the Channel Agreement. The Company calculated the effective interest rate based on future expected revenue, which resulted in an effective annual interest rate of 2.5 % which will remain consistent throughout the life of the Channel Agreement.
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Changes to several factors that could materially affect the amount and timing of payments to OMNIA could result in an increase or decrease to expected future revenue and interest expense related to the sale of future revenue. Such factors include, but are not limited to, retention by OMNIA of the non-healthcare GPO members, growing the existing portfolio of non-healthcare members, and general competition of GPOs.
To the extent the amount or timing of future payments varies materially from the original estimate, the Company will make a cumulative adjustment to the carrying amount of the liability, which will be recorded as a non-cash gain or loss in other income in the Consolidated Statements of Income and Comprehensive Income. For the years ended June 30, 2025 and 2024, the Company did not record cumulative adjustments to the carrying amount of the liability.
At June 30, 2025, the Company had $640.4 million of debt related to the sale of non-healthcare GPO member contracts and associated future revenues, of which $49.7 million was recorded to current portion of the liability related to the sale of future revenues in the accompanying Consolidated Balance Sheets. For the year ended June 30, 2025, the Company recorded $62.5 million in revenue that was sold to OMNIA in net administrative fees, net of royalty fees retained, and $17.0 million in interest expense related to the sale of future revenues in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.
At June 30, 2024, the Company had $651.2 million of debt related to the sale of non-healthcare GPO member contracts and associated future revenues, of which $51.8 million was recorded to current portion of the liability related to the sale of future revenues in the accompanying Consolidated Balance Sheets. For the year ended June 30, 2024, the Company recorded $55.3 million in revenue that was sold to OMNIA in net administrative fees and $14.2 million in imputed interest expense related to the sale of future revenues in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.
The following table shows the activity of the liability related to the sale of future revenues was as follows (in thousands):
| June 30, 2025 | |||||
| Beginning balance as of June 30, 2024 | $ | ||||
| Proceeds from final cash payment received in July 2024 | |||||
| Imputed interest expense | |||||
| Principal and interest payments, net of royalty fees retained | ( | ||||
| Ending balance as of June 30, 2025 | $ | ||||
(12) STOCKHOLDERS' EQUITY
As of June 30, 2025, there were 82,544,385 shares of the Company’s Class A common stock (“Common Stock”), par value $0.01 per share, outstanding.
In February 2024, the Company announced that its Board of Directors approved a share repurchase authorization for up to $1.0 billion of its Common Stock (the “Share Repurchase Authorization”) and entered into entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with Bank of America, N.A. (“Bank of America”) pursuant to the share repurchase authorization to repurchase an aggregate of $400.0 400.0 15.0 million shares of the Company’s Common Stock. On July 11, 2024, as final settlement of the share repurchase transaction under the 2024 ASR Agreement, the Company received an additional approximately 4.8 million shares of Common Stock. In total, the Company repurchased approximately 19.9 million shares of Common Stock under the 2024 ASR Agreement at $20.12 per share, which represents the volume-weighted average share price of the Common Stock during the term of the 2024 ASR Agreement less a discount. The shares delivered were recorded in treasury stock and immediately retired and recorded to retained earnings in the Company’s Consolidated Balance Sheet.
In August 2024, the Company announced its Board of Directors approved the execution of $200.0 million of Common Stock repurchases under the Share Repurchase Authorization. The Company completed this repurchase program on January 6, 2025, repurchasing an aggregate of approximately 9.5 million shares of Common Stock at an average price of $21.00 per share in open market transactions for a total purchase price of $200.0 million. The shares delivered were recorded in treasury stock and immediately retired and recorded to retained earnings in the Company’s Consolidated Balance Sheets.
On February 18, 2025, the Company announced its Board of Directors approved two accelerated share repurchase agreements (the “2025 ASR Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”) for an aggregate repurchase of
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$200.0 million of Common Stock pursuant to the Share Repurchase Authorization excluding fees and expenses. Under the terms of the 2025 ASR Agreements, the Company made aggregate payments of $200.0 million to JPMorgan, and on February 18 and 19, 2025, received from JPMorgan initial deliveries of approximately 9.0 million shares, or $160.0 million, of Common Stock at $17.77 per share. On August 18, 2025, as final settlement of the share repurchase transactions under the 2025 ASR Agreements, the Company received from JPMorgan approximately 0.5 million shares of the Company’s Common Stock. In total the Company repurchased approximately 9.5 million shares of the Company’s Common Stock under the 2025 ASR Agreements at $21.07 per share, which represents the volume-weighted average share price of the Common Stock during the terms of the 2025 ASR Agreements, less a discount.
The initial deliveries of shares pursuant to the 2025 ASR Agreements resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The 2025 ASR Agreements were accounted for as a treasury stock transaction and forward stock purchase contract. The shares delivered were recorded in treasury stock and the unsettled portions of the 2025 ASR Agreements were recorded in additional paid-in capital, in the Company’s Consolidated Balance Sheet. The forward stock purchase contract was considered indexed to the Company’s own stock and was classified as an equity instrument. The final settlement of shares delivered were recorded in treasury stock and immediately the 2025 ASR Agreements’ initial deliveries of shares and final settlement of shares were retired and recorded to retained earnings in the Company’s Consolidated Balance Sheets.
The Share Repurchase Authorization expired on June 30, 2025.
Holders of Common Stock are entitled to (i) one vote for each share held of record on all matters submitted to a vote of stockholders, (ii) receive dividends, when and if declared by the Board of Directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and subject to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class of series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends or other distributions, and (iii) receive pro rata, based on the number of shares of Common Stock held, the remaining assets available for distribution upon the dissolution or liquidation of Premier, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any.
The Company paid quarterly cash dividends of $0.21 0.21 per share, payable on September 15, 2025 to stockholders of record on September 1, 2025.
(13) EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income attributable to the Company’s stockholders by the weighted average number of shares of common stock outstanding for the period. Except when the effect would be anti-dilutive, the diluted earnings per share calculation, which is calculated using the treasury stock method, includes the impact of all potentially issuable dilutive shares of the Company’s Common Stock.
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The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings per share (in thousands, except per share amounts):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Numerator for basic and diluted earnings per share: | |||||||||||||||||
Net income from continuing operations attributable to stockholders (a) | $ | $ | $ | ||||||||||||||
Net (loss) income from discontinued operations attributable to stockholders | ( | ( | |||||||||||||||
Net income attributable to stockholders | $ | $ | $ | ||||||||||||||
| Denominator for earnings per share: | |||||||||||||||||
Basic weighted average shares outstanding (b) | |||||||||||||||||
Effect of dilutive securities: (c) | |||||||||||||||||
| Stock options | |||||||||||||||||
| Restricted stock | |||||||||||||||||
| Performance share awards | |||||||||||||||||
Diluted weighted average shares outstanding | |||||||||||||||||
| Earnings per share attributable to stockholders: | |||||||||||||||||
| Basic earnings per share from continuing operations | $ | $ | $ | ||||||||||||||
| Basic (loss) earnings per share from discontinued operations | ( | ( | |||||||||||||||
| Basic earnings per share attributable to stockholders | $ | $ | $ | ||||||||||||||
| Diluted earnings per share from continuing operations | $ | $ | $ | ||||||||||||||
| Diluted (loss) earnings per share from discontinued operations | ( | ( | |||||||||||||||
| Diluted earnings per share attributable to stockholders | $ | $ | $ | ||||||||||||||
_________________________________
(a)Net income from continuing operations attributable to stockholders was calculated as follows (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Net income from continuing operations | $ | $ | $ | ||||||||||||||
Net (income) loss from continuing operations attributable to non-controlling interest | ( | ||||||||||||||||
Net income from continuing operations attributable to stockholders | $ | $ | $ | ||||||||||||||
(b)Weighted average number of common shares used for basic earnings per share excludes the impact of all potentially issuable dilutive shares of Common Stock for the years ended June 30, 2025, 2024 and 2023.
(c)For the year ended June 30, 2025, the effect of 0.9 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.
For the year ended June 30, 2024, the effect of 1.1 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.2 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.
For the year ended June 30, 2023, the effect of 0.4 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect and the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.
(14) STOCK-BASED COMPENSATION
Stock-based compensation expense is recognized over the requisite service period, which generally equals the stated vesting period. The Company does not estimate forfeiture rates but rather adjusts for forfeitures in the periods in which they occur. For the years ended June 30, 2025, 2024 and 2023, the associated deferred tax benefit was calculated at rates of 25
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Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Pre-tax stock-based compensation expense | $ | $ | $ | ||||||||||||||
Deferred tax benefit (a) | |||||||||||||||||
| Total stock-based compensation expense, net of tax | $ | $ | $ | ||||||||||||||
_________________________________
(a)For the years ended June 30, 2025, 2024 and 2023, the deferred tax benefit was reduced by $2.0 million, $0.9 million, and $0.3 million, respectively, attributable to stock-based compensation expense that is nondeductible for tax purposes pursuant to Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017.
Premier 2013 Equity Incentive Plan
The Premier 2013 Equity Incentive Plan, as amended and restated (and including any further amendments thereto, the “2013 Equity Incentive Plan”) provided for grants of up to 14.8 million shares of the Company’s Common Stock, all of which were eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, or performance share awards. On September 24, 2023, the 2013 Equity Incentive Plan expired; no new grants are issuable under the 2013 Equity Incentive Plan after that date.
Premier 2023 Equity Incentive Plan
The Premier 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”) provides for grants of up to 6.0 million shares of the Company’s Common Stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted shares, restricted stock units, or performance share awards. As of June 30, 2025, there were approximately 3.9 million shares available for grant under the 2023 Equity Incentive Plan.
The following table includes information related to restricted stock, performance share awards, and stock options for the year ended June 30, 2025:
| Restricted Stock | Performance Share Awards | Stock Options | |||||||||||||||||||||||||||||||||
| Number of Awards | Weighted Average Fair Value at Grant Date | Number of Awards | Weighted Average Fair Value at Grant Date | Number of Options | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||
Outstanding at June 30, 2024 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Vested/exercised | ( | ||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ( | ||||||||||||||||||||||||||||||||
Outstanding at June 30, 2025 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Stock options outstanding and exercisable at June 30, 2025 | $ | ||||||||||||||||||||||||||||||||||
The weighted average fair value at grant date of restricted stock granted for the years ended June 30, 2025, 2024 and 2023 was $20.88 , $21.61 , and $31.20 , respectively. The total fair value of restricted stock vested for the years ended June 30, 2025, 2024 and 2023 was $32.2 million, $17.7 million and $9.4 million, respectively.
The weighted average fair value at grant date of performance share awards granted for the years ended June 30, 2025, 2024 and 2023 was $19.95 , $18.70 , and $35.34 , respectively. There were no performance share awards vested during the year ended June 30, 2025. The total fair value of performance share awards vested for the years ended June 30, 2024 and 2023 was $13.4 million and $30.1 million, respectively.
There were no no 11.7 million.
Restricted stock units issued prior to June 1, 2023 generally vest in full at the end of a three-year period for employees and a one-year period for directors. Beginning June 1, 2023, restricted stock units issued to employees generally vest in equal annual installments over a three-year period.
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Performance share awards vest based on performance goals established for a specified performance period. Final achievement against goals is determined after the end of the full performance period depending on whether and to what extent performance goals are met, subject to a cap on above-target performance payouts. All of the Company’s outstanding performance share awards were issued based on fiscal year performance periods, with the shares vesting at the end of each fiscal year, though not earned until after the end of those periods. However, the outstanding awards vary on whether vesting is based on separate goals for each of the fiscal years within the fiscal year performance period or aggregate goals for the entire fiscal year performance period. The Company accounts for achievement and expected payouts on an annual basis, but shares under the awards are not earned and paid out until a final determination after the end of the fiscal year performance period, and entitlement is generally conditioned on continuing employment.
All stock options were granted under the 2013 Equity Plan and vested in equal annual installments over a three-year period. As of June 30, 2025, all stock options were fully vested. Stock options have a term of 10 years from the date of grant. Vested stock options will generally expire on the earlier of the scheduled expiration date and 12 months after an employee’s termination with the Company; however, in certain termination circumstances, vested stock options will expire on the earlier of the scheduled expiration date and 90 days after an employee’s termination with the Company.
Unrecognized stock-based compensation expense at June 30, 2025 was as follows (in thousands):
| Unrecognized Stock-Based Compensation Expense | Weighted Average Amortization Period | ||||||||||
| Restricted stock | $ | ||||||||||
| Performance share awards | |||||||||||
| Total unrecognized stock-based compensation expense | $ | ||||||||||
At June 30, 2025, there was no unrecognized stock-based compensation expense for outstanding stock options. There were no stock options exercised during the year ended June 30, 2025, and the stock options outstanding and exercisable at June 30, 2025 had zero aggregate intrinsic value.
(15) POST-RETIREMENT BENEFITS
The Company maintains a defined contribution 401(k) retirement savings plan which covers employees who meet certain age and service requirements. This plan allows for employee contributions of up to 30 % and matching employer contributions of up to 4 % of the total contributions, not to exceed certain limits. The Company’s 401(k) expense related to such matching of employee contributions was $13.6 million, $13.3 million, and $12.8 million for the years ended June 30, 2025, 2024, and 2023, respectively.
The Company also maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of certain tax limits.
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(16) INCOME TAXES
Significant components of consolidated income tax expense on continuing operations were as follows (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | ( | $ | $ | |||||||||||||
| State | ( | ||||||||||||||||
Total current tax (benefit) expense | ( | ||||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | ( | ||||||||||||||||
| State | ( | ||||||||||||||||
Total deferred tax expense (benefit) | ( | ||||||||||||||||
Total income tax expense | $ | $ | $ | ||||||||||||||
Reconciliations between the Company’s income tax expense and taxes computed at the federal statutory tax rate of 21.0% for fiscal years ended June 30, 2025, 2024, and 2023 were as follows (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Tax at federal statutory rate | $ | $ | $ | ||||||||||||||
| Partnership (income) loss not subject to tax | ( | ||||||||||||||||
| State taxes (net of federal benefit) | |||||||||||||||||
| Remeasurement adjustments and other permanent items | |||||||||||||||||
| Change in valuation allowance | ( | ||||||||||||||||
| Deferred tax remeasurement | ( | ||||||||||||||||
| Uncertain tax position | ( | ||||||||||||||||
Research and development credit | ( | ( | ( | ||||||||||||||
| Other | |||||||||||||||||
Total income tax expense | $ | $ | $ | ||||||||||||||
| Effective tax rate | |||||||||||||||||
The fiscal year 2025 effective tax rate of 25.7 % differs from the statutory income tax rate of 21.0% largely driven by other permanent items, including goodwill impairment and dividends received deductions as a result of dividend from an unconsolidated affiliate in the current year, offset by non-controlling interest portion of the consolidated partnership income not subject to tax by the Company, research and development credits, and the change in valuation allowance.
The fiscal year 2024 effective tax rate of 28.9 % differs from the statutory income tax rate of 21.0% largely driven by non-controlling interest portion of the consolidated partnership income not subject to tax by the Company and other permanent items offset by research and development credits. The increase in partnership income not subject to tax is driven by impairment of assets at Contigo Health.
The fiscal year 2023 effective tax rate of 30.2 % differs from the statutory income tax rate of 21.0% primarily driven by deferred tax remeasurement due to state tax rate changes.
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Deferred Income Taxes
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2025 and 2024 were as follows (in thousands):
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
Deferred tax assets | |||||||||||
| Purchased intangible assets and depreciation | $ | $ | |||||||||
| Stock compensation | |||||||||||
| Accrued expenses | |||||||||||
| Net operating losses and credits | |||||||||||
Sale of member contracts and associated future revenues to OMNIA | |||||||||||
Partnership basis differences | |||||||||||
| Other | |||||||||||
| Total deferred tax assets | |||||||||||
| Valuation allowance for deferred tax assets | ( | ( | |||||||||
Deferred tax assets, net of valuation allowance | |||||||||||
Deferred tax liabilities | |||||||||||
Equity earnings | ( | ( | |||||||||
| Other liabilities | ( | ( | |||||||||
Net deferred tax assets | $ | $ | |||||||||
As of June 30, 2025 and 2024, the Company had net deferred tax assets of $762.9 million and $773.0 million, respectively. The decrease is largely attributable to a decrease in purchased intangible assets and depreciation and the partnership basis differences offset by an increase in net operating losses and credits and accrued expenses as a result of the change in policy on accrued bonuses. The partnership basis difference decreased as a result of the Contigo Health sale of assets, which had a significant basis difference resulting from the previous impairments.
At June 30, 2025, the Company had federal and state net operating loss carryforwards of $177.4 million and $177.1 million, respectively, primarily attributable to PHSI. The resulting federal and state deferred tax assets were $37.3 million and $9.6 million, respectively. The definite-lived federal and state net operating loss carryforwards, primarily generated prior to fiscal year 2019, expire between the years ended June 30, 2026 through June 30, 2039 while the remaining federal and state net operating losses, primarily generated in fiscal year 2019 and beyond, can be carried forward indefinitely until utilized.
At June 30, 2025, the Company had federal research and development credit carryforwards of $15.1 million. The federal credit carryforwards expire at various times between the years ended June 30, 2033 through June 30, 2045, until utilized. The Company believes it is more likely than not that the majority of federal and state credit carryforwards will be realized in the near future.
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. The Company assessed the future realization of the tax benefit of its existing deferred tax assets and concluded that it is more likely than not that a portion of the deferred tax assets, for which there was previously a valuation allowance recorded, will be realized in the future. As a result, the Company released $3.8 million of the valuation allowance against its deferred tax assets at June 30, 2025.
Unrecognized Tax Benefits
The Company recognizes income tax benefits for those income tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the positions. The reserve for uncertain income tax positions is included in
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other liabilities in the Consolidated Balance Sheets. Reconciliations of the beginning and ending gross amounts of the Company’s uncertain tax position reserves for the years ended June 30, 2025, 2024, and 2023 were as follows (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Beginning of year balance | $ | $ | $ | ||||||||||||||
| Increases in prior period tax positions | |||||||||||||||||
| Decreases in prior period tax positions | ( | ( | ( | ||||||||||||||
| Reductions on settlements and lapse in statute of limitations | ( | ( | |||||||||||||||
| Increases in current period tax positions | |||||||||||||||||
| End of year balance | $ | $ | $ | ||||||||||||||
If the Company were to recognize the benefits of these uncertain tax positions, the income tax provision would be impacted by $15.7 million, $16.8 million, and $16.3 million, including interest and penalties and net of the federal and state benefit for income taxes, for the years ended June 30, 2025, 2024, and 2023, respectively. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. The amount of accrued interest and penalties was $5.8 million and $6.1 million at June 30, 2025 and 2024, respectively.
Federal tax returns for tax years June 30, 2021 through 2024 remain open as of June 30, 2025. In July 2025, the Company was informed that the Internal Revenue Service (“IRS”) will be examining the tax year ended June 30, 2023. The Company believes it has recorded adequate taxes for positions taken which may be challenged upon IRS examination. The Company is also subject to ongoing state and local examinations for various periods. Activity related to these examinations did not have a material impact on the Company’s financial position or results of operations.
(17) COMMITMENTS AND CONTINGENCIES
Operating Leases
Operating lease expense was $7.5 million, $9.7 million, and $10.0 million for the years ended June 30, 2025, 2024, and 2023, respectively. As of June 30, 2025, the weighted average remaining lease term was 1.4 years and the weighted average discount rate was 6 %.
Future minimum lease payments under noncancellable operating leases with initial lease terms in excess of one year were as follows (in thousands):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
Thereafter | |||||
| Total future minimum lease payments | |||||
| Less: imputed interest | |||||
| $ | |||||
_________________________________
(a)As of June 30, 2025, the Company had $9.4 million of operating lease liabilities within other current liabilities in the accompanying Consolidated Balance Sheets.
During year ended June 30, 2025, the Company entered into a lease modification for its corporate headquarters, which commenced in July 2025 with an initial lease term of approximately eight years . As this lease had not yet commenced as of June 30, 2025, it is excluded from the table above.
Other Matters
The Company is not currently involved in any litigation it believes to be material. The Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include stockholder derivative or other similar litigation, claims relating to commercial, product liability, tort and personal injury, employment, antitrust, intellectual property, or other regulatory matters. If current or future government regulations, including but not limited to those
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with respect to antitrust or healthcare laws, are interpreted or enforced in a manner adverse to the Company or its business, the Company may be subject to regulatory inquiries or investigations, enforcement actions, penalties, and other material limitations which could have a material adverse effect on the Company’s business, financial condition, and results of operations.
(18) SEGMENTS
The Company delivers its solutions and manages its business through two reportable business segments, the Supply Chain Services segment and the Performance Services segment. The Supply Chain Services segment includes the Company’s GPO, supply chain co-management, and purchasing and payment solutions. The Performance Services segment consists of the Company’s technology and services platform. The Company has identified these segments based on the products and services provided.
Beginning in fiscal year 2025, the Company’s purchasing and payment solutions platform is reported as a component of the Supply Chain Services segment. For comparability purposes, fiscal years 2024 and 2023 financial measures are presented with this platform as a component of Supply Chain Services.
The Company’s Chief Executive Officer serves as the Company’s chief operating decision maker (“CODM”). The CODM uses Segment Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles (“Non-GAAP”)) as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. The CODM also uses Segment Adjusted EBITDA to facilitate the comparison of the segment operating performance on a consistent basis from period to period. The Company defines Segment Adjusted EBITDA as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses, and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations and operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts, less royalty fees retained.
The Company has revised the definition for Segment Adjusted EBITDA from the definition reported in the 2024 Annual Report to exclude the operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts, less royalty fees retained. For comparability purposes, fiscal years 2024 and 2023 Non-GAAP financial measures are presented based on the current definition.
For more information on Segment Adjusted EBITDA and the use of Non-GAAP financial measures, see “Our Use of Non-GAAP Financial Measures” within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The CODM does not use segment assets or significant segment expenses to assess performance, make strategic decisions, or allocate resources. Segment assets and significant segment expenses are therefore not disclosed.
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Segment information and a reconciliation of income before income taxes to unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands):
| Year Ended June 30, | |||||||||||||||||
| Supply Chain Services | 2025 | 2024 | 2023 | ||||||||||||||
Net revenue (a) | $ | $ | $ | ||||||||||||||
Other segment items (b) | |||||||||||||||||
Segment Adjusted EBITDA (c) | $ | $ | $ | ||||||||||||||
| Performance Services | |||||||||||||||||
Net revenue (a) | $ | $ | $ | ||||||||||||||
Other segment items (b) | |||||||||||||||||
Segment Adjusted EBITDA (c) | $ | $ | $ | ||||||||||||||
Segment Adjusted EBITDA (c): | |||||||||||||||||
Supply Chain Services (a) | $ | $ | $ | ||||||||||||||
Performance Services (a) | |||||||||||||||||
Total Segment Adjusted EBITDA (c) | $ | $ | $ | ||||||||||||||
(a)Includes intersegment revenue which is eliminated in consolidation.
(b)For each reportable segment, other segment items includes cost of revenue and selling, general, and administrative expenses, excluding depreciation and amortization, research and development, and other miscellaneous expense (income).
(c)For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definition.
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| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Income before income taxes | $ | $ | $ | ||||||||||||||
Equity in net loss (income) of unconsolidated affiliates (a) | ( | ( | |||||||||||||||
Interest expense, net | |||||||||||||||||
Other income, net | ( | ( | ( | ||||||||||||||
| Operating income | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Amortization of purchased intangible assets | |||||||||||||||||
Stock-based compensation (b) | |||||||||||||||||
| Acquisition- and disposition-related expenses | |||||||||||||||||
| Strategic initiative and financial restructuring-related expenses | |||||||||||||||||
| Operating income from revenues sold to OMNIA | ( | ( | |||||||||||||||
Deferred compensation plan expense (c) | |||||||||||||||||
| Impairment of assets | |||||||||||||||||
Corporate and other expenses | |||||||||||||||||
Total Segment Adjusted EBITDA (d) | $ | $ | $ | ||||||||||||||
_________________________________
(a)Refer to Note 5 - Investments for further information.
(b)Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.5 million for the year ended June 30, 2025 and $0.6
(c)Represents changes in deferred compensation plan obligations resulting from realized and unrealized gains and losses and dividend income on deferred compensation plan assets.
(d)For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definition.
The following table presents disaggregated revenue by reportable business segment and underlying source (in thousands):
| Year Ended June 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net revenue: | |||||||||||||||||
| Supply Chain Services | |||||||||||||||||
| Net administrative fees | $ | $ | $ | ||||||||||||||
| Software licenses, other services and support | |||||||||||||||||
Total Supply Chain Services (a) | |||||||||||||||||
| Performance Services | |||||||||||||||||
| Software licenses, other services and support | |||||||||||||||||
| SaaS-based products subscriptions | |||||||||||||||||
| Consulting services | |||||||||||||||||
| Software licenses | |||||||||||||||||
Other (b) | |||||||||||||||||
Total Performance Services (a) | |||||||||||||||||
| Net revenue | $ | $ | $ | ||||||||||||||
_________________________________
(a)Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material.
(b)Includes data license and other miscellaneous revenue from the Company’s technology and services platform as well as revenue from Contigo Health.
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(19) QUARTERLY FINANCIAL DATA (UNAUDITED)
The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2025 and 2024 (in thousands, except per share data):
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||||||||
| Fiscal Year 2025 | ||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
Net income (loss) from continuing operations | ( | |||||||||||||||||||||||||
Net loss from discontinued operations, net of tax | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) | ( | |||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interest | ( | ( | ||||||||||||||||||||||||
| Net income (loss) attributable to stockholders | ( | |||||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
Earnings (loss) per share from continuing operations attributable to stockholders: | ||||||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | |||||||||||||||||||||
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||||||||
| Fiscal Year 2024 | ||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
Net income (loss) from continuing operations | ( | |||||||||||||||||||||||||
Net income (loss) from discontinued operations, net of tax | ( | ( | ||||||||||||||||||||||||
| Net income (loss) | ( | |||||||||||||||||||||||||
| Net loss attributable to non-controlling interest | ||||||||||||||||||||||||||
| Net income (loss) attributable to stockholders | ( | |||||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
Earnings (loss) per share from continuing operations attributable to stockholders: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Diluted | $ | $ | $ | ( | $ | |||||||||||||||||||||
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this Annual Report, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on its financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Our chief executive officer and chief financial officer conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, the chief executive officer and chief financial officer used the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, the COSO framework. Based upon this evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2025, our internal control over financial reporting was effective.
Management’s annual evaluation of internal controls over financial reporting did not include an assessment of and conclusion on the internal controls of IllumiCare, which was acquired during the year ended June 30, 2025 and is included in our consolidated financial statements as of June 30, 2025 and for the period from the acquisition date through June 30, 2025. This acquisition accounted for 1.6% of total assets and less than 1% of total net revenue of our consolidated financial statements as of and for the year ended June 30, 2025, respectively.
The effectiveness of our internal control over financial reporting as of June 30, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information
Adoption of 10b5-1 Trading Plans by Our Officers and Directors
The table below sets forth SEC Rule 10b5-1 trading plans adopted and/or terminated by certain directors and executive officers (as defined in SEC Rule 16a-(f)) during the quarter ended June 30, 2025. Each new plan listed in the table was adopted during
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the quarterly trading window under our Insider Trading Policy. Other than as set forth in the table, during the three months ended June 30, 2025, none of our directors or executive officers adopted or terminated
| Trading Arrangement | ||||||||||||||||||||
| Name and Title | Action | Date | Rule 10b5-1(a) | Non-Rule 10b5-1(b) | Total Shares to be Sold(c) | Scheduled Expiration Date(d) | ||||||||||||||
X | ||||||||||||||||||||
_________________________________
(a)10b5-1 trading plan intended to satisfy the affirmative defense of SEC Rule 10b5-1(c).
(b)“Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
(c)The number in this column reported as the total shares to be sold include shares of our Common Stock that are currently owned. The actual number of shares sold pursuant to the trading plan will depend on the satisfaction of certain conditions set forth therein prior to expiration or termination of the plan.
(d)The trading plan terminates on the earlier to occur of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the plan have been executed; or (iii) such date the plan otherwise terminates according to its terms.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
We expect to file a definitive proxy statement relating to our 2025 Annual Meeting of Stockholders with the SEC pursuant to Regulation 14A, not later than 120 days after the end of our most recent fiscal year. Accordingly, certain information required by Part III of this Annual Report has been omitted under General Instruction G(3) to Form 10-K. Only the information from the definitive proxy statement that specifically addresses disclosure requirements of Items 10-14 below is incorporated by reference.
Item 10. Directors, Executive Officers and Corporate Governance
We will provide information that is responsive to this Item 10 in our definitive proxy statement for our 2025 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the captions “Item 1 - Election of Directors,” “Corporate Governance and Board Structure,” “Delinquent Section 16(a) Reports” (if applicable), and “Executive Officers,” and possibly elsewhere therein. That information is incorporated in this Item 10 by reference.
Code of Ethics
We maintain a Corporate Code of Conduct for all of our employees and officers, including the principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, and, where applicable, to directors. In addition, the Board of Directors is subject to a separate Board Code of Ethics and Board Conflict of Interest Policy (collectively, the “Board Codes”). The Corporate Code of Conduct, along with the Board Codes, can be found on our Investor website at investors.premierinc.com under “Corporate Governance-Governance Documents.” A copy of the Corporate Code of Conduct is available to any stockholder who requests it by writing to Investor Relations, Premier, Inc., 13520 Ballantyne Corporate Place, Charlotte, North Carolina 28277. We will disclose any substantive amendments to, or waivers (for directors or executive officers) from, certain provisions (relating to one or more elements of Item 4.06(b) of Regulation S-K) of the Corporate Code of Conduct and Board Codes on our website promptly following the date of such amendment or waiver.
Our website and information contained on it or incorporated in it are not intended to be incorporated in this Annual Report or other filings with the SEC.
Item 11. Executive Compensation
We will provide information that is responsive to this Item 11 in our definitive proxy statement for our 2025 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the captions “Corporate Governance and Board Structure,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” “Compensation Tables,” “Employment Agreements,” “Potential Payments Upon Termination,” “CEO Pay Ratio,” “Pay Versus Performance,” and possibly elsewhere therein. That information is incorporated in this Item 11 by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We will provide information that is responsive to this Item 12 in our definitive proxy statement for our 2025 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Security Ownership of Certain Beneficial Owners and Management” and possibly elsewhere therein. That information is incorporated in this Item 12 by reference.
Equity Compensation Plan Information
The following table sets forth certain information about the shares of our Class A common stock (“Common Stock”) that may be issued under our stockholder approved 2013 Equity Incentive Plan, 2023 Equity Incentive Plan, and 2015 Employee Stock
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Purchase Plan as of June 30, 2025. We do not have any equity compensation plans under which shares of our Common Stock may be issued that have not been approved by our stockholders.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (c) | |||||||||||||||||
Equity compensation plans approved by security holders | 4,026,180 | $22.66 | 6,504,830 | |||||||||||||||||
| Equity compensation plans not approved by security holders | n/a | n/a | n/a | |||||||||||||||||
| Total | 4,026,180 | $22.66 | 6,504,830 | |||||||||||||||||
_________________________________
(a)The number reported in this column includes the following shares of our Common Stock: 0.3 million shares issuable upon the exercise of stock option awards outstanding under our 2013 Equity Incentive Plan; 2.1 million shares issuable upon the vesting and settlement of restricted stock units (RSUs) and performance share awards (PSAs) outstanding under our 2013 Equity Incentive Plan; and 1.6 million shares issuable upon the vesting and settlement of RSUs and PSAs outstanding under our 2023 Equity Incentive Plan. The reported number assumes that outstanding PSAs are paid at target performance level. Actual shares of Common Stock that vest and are delivered pursuant to the PSAs may be higher or lower based upon actual performance over the measurement period or periods. The number reported in this column does not reflect rights under the 2015 Employee Stock Purchase Plan purchase period ongoing as of June 30, 2025 because the number of shares and price per share would not be determinable as of that date. For more detailed information, see Note 14 - Stock-Based Compensation to the accompanying consolidated financial statements.
(b)The weighted average price calculation in this column only reflects outstanding stock option awards and not RSUs or PSAs. RSUs and PSAs vest and settle into shares of our Common Stock if and when specified conditions are achieved and without the payment of any exercise price by the award recipient.
(c)The shares of Common Stock reported in this column include 3.9 million shares that were available for future issuance as of June 30, 2025 as equity awards under our 2023 Equity Incentive Plan (assuming that PSAs are paid our at target level) as well as 2.6 million shares that were available for future issuance as of June 30, 2025 under our 2015 Employee Stock Purchase Plan. Our 2013 Equity Incentive Plan expired in September 2023 and no new equity awards were issuable under that plan after its expiration.
Item 13. Certain Relationships and Related Transactions, and Director Independence
We will provide information that is responsive to this Item 13 in our definitive proxy statement for our 2025 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the captions “Related Person Transactions,” “Corporate Governance and Board Structure,” and possibly elsewhere therein. That information is incorporated in this Item 13 by reference.
Item 14. Principal Accounting Fees and Services
We will provide information that is responsive to this Item 14 in our definitive proxy statement for our 2025 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Item 2 - Ratification of Appointment of Independent Registered Public Accounting Firm” and possibly elsewhere therein. That information is incorporated in this Item 14 by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Documents as part of this Report:
(a) (1) The following consolidated financial statements are filed herewith in Item 8 of Part II above.
(i) Report of Independent Registered Public Accounting Firm
(ii) Consolidated Balance Sheets
(iii) Consolidated Statements of Income and Comprehensive Income
(iv) Consolidated Statements of Stockholders' Equity
(v) Consolidated Statements of Cash Flows
(vi) Notes to Consolidated Financial Statements
(2) Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts
| (in thousands) | Beginning Balance | Additions/(Reductions) to Expense or Other Accounts | Deductions | Ending Balance | ||||||||||||||||||||||
| Year ended June 30, 2025 | ||||||||||||||||||||||||||
| Allowance for credit losses | $ | $ | ||||||||||||||||||||||||
| Deferred tax assets valuation allowance | ( | |||||||||||||||||||||||||
| Year ended June 30, 2024 | ||||||||||||||||||||||||||
| Allowance for credit losses | $ | $ | ||||||||||||||||||||||||
| Deferred tax assets valuation allowance | ||||||||||||||||||||||||||
| Year ended June 30, 2023 | ||||||||||||||||||||||||||
| Allowance for credit losses | $ | $ | ||||||||||||||||||||||||
| Deferred tax assets valuation allowance | ||||||||||||||||||||||||||
All other supplemental schedules are omitted because of the absence of conditions under which they are required.
(3) Exhibits
The exhibits listed in the accompanying Exhibit Index at the end of this Item 15 are filed as a part of this report.
(b) Exhibits
See Exhibit Index at the end of this Item 15.
(c) Separate Financial Statements and Schedule
None.
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Exhibit Index
| Exhibit No. | Description | |||||||
| 3.1 | Certificate of Incorporation of Premier, Inc. (Incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on August 26, 2013) | |||||||
| 3.2 | Amended and Restated Bylaws of Premier, Inc., effective as of January 25, 2024 (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on January 26, 2024) | |||||||
| 4.1 | Form of Class A common stock certificate (Incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013) | |||||||
| 4.1.1 | Description of Securities (Incorporated by reference to Exhibit 4.1.1 of our Annual Report on Form 10-K filed on August 25, 2020) | |||||||
| 10.1 | Premier, Inc. 2023 Equity Incentive Plan, effective December 1, 2023 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 4, 2023)+ | |||||||
| 10.2 | Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Premier, Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on February 6, 2024)+ | |||||||
| 10.3 | Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Premier, Inc. 2023 Equity Incentive Plan (for December 2024 and later awards) (Incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q filed on February 4, 2025)+ | |||||||
| 10.4 | Form of Performance Share Award Agreement under the Premier, Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on November 5, 2024)+ | |||||||
| 10.5 | Form of Restricted Stock Unit Award Agreement under the Premier, Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on November 5, 2024)+ | |||||||
| 10.6 | Amended and Restated Premier, Inc. 2013 Equity Incentive Plan, effective December 7, 2018 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 7, 2018)+ | |||||||
| 10.7 | Form of Performance Share Award Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7 of our Annual Report on Form 10-K filed on August 23, 2019)+ | |||||||
| 10.8 | Form of Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 of our Annual Report on Form 10-K filed on August 23, 2023)+ | |||||||
| 10.9 | Form of Special Retention Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 of our Annual Report on Form 10-K filed on August 23, 2023)+ | |||||||
| 10.10 | Form of Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.8 of our Annual Report on Form 10-K filed on August 23, 2019)+ | |||||||
| 10.11 | Form of Special Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 26, 2022)+ | |||||||
| 10.12 | Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.9 of our Annual Report on Form 10-K filed on August 23, 2018)+ | |||||||
| 10.13 | Form of Stock Option Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.8 of our Annual Report on Form 10-K filed on August 23, 2017)+ | |||||||
| 10.14 | Premier, Inc. Annual Incentive Compensation Plan, amended and restated effective September 6, 2024 (Incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q filed on November 5, 2024)+ | |||||||
| 10.15 | Senior Executive Employment Agreement dated as of September 13, 2013, by and between Craig McKasson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.23 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013)+ | |||||||
| 10.16 | First Amendment to Senior Executive Employment Agreement dated August 15, 2024 by and between Craig McKasson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on August 20, 2024)+ | |||||||
| 10.17 | Master Consulting Services Agreement dated August 15, 2024 by and between Craig McKasson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on August 20, 2024)+ | |||||||
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| Exhibit No. | Description | |||||||
| 10.18 | Senior Executive Employment Agreement dated as of February 1, 2021 (effective May 1, 2021) by and between Michael J. Alkire and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed on February 2, 2021)+ | |||||||
| 10.19 | Executive Employment Agreement dated as of July 1, 2016, by and between Leigh Anderson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.21 of our Annual Report on Form 10-K filed on August 25, 2016)+ | |||||||
| 10.20 | Master Consulting Services Agreement dated December 2, 2024 by and between Leigh Anderson and Premier Healthcare Solutions, Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 3, 2024)+ | |||||||
| 10.21 | Executive Employment Agreement effective as of July 1, 2016, by and between David Klatsky and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.22 of our Annual Report on Form 10-K filed on August 25, 2016)+ | |||||||
| 10.22 | Executive Employment Agreement dated September 18, 2013, by and between Andy Brailo and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on November 7, 2023)+ | |||||||
| 10.23 | Executive Employment and Restrictive Covenant Agreement dated September 26, 2022, by and between Crystal Climer and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on November 7, 2023)+ | |||||||
| 10.24 | Executive Employment and Restrictive Covenant Agreement dated August 15, 2024 by and between Glenn Coleman and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on August 20, 2024)+ | |||||||
| 10.25 | Signing Bonus Agreement dated August 15, 2024, by and between Glenn Coleman and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on August 20, 2024)+ | |||||||
| 10.26 | Executive Employment and Restrictive Covenant Agreement dated December 2, 2024 by and between David Zito and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on February 4, 2025)+ | |||||||
| 10.27 | Signing Bonus Agreement dated December 2, 2024, by and between David Zito and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on February 4, 2025)+ | |||||||
| 10.28 | Premier, Inc. Directors' Compensation Policy, as amended on January 23, 2025 (Incorporated by reference to Exhibit 10.5 of our Quarterly Report on Form 10-Q filed on February 4, 2025)+ | |||||||
| 10.29 | Premier, Inc. Form of Director Cash Award Agreement under the Premier, Inc. Directors' Compensation Policy (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on August 11, 2016)+ | |||||||
| 10.30 | Form of Indemnification Agreement by and between each director and executive officer and Premier, Inc. (Incorporated by reference to Exhibit 10.29 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013)+ | |||||||
| 10.31 | Premier, Inc. 2015 Employee Stock Purchase Plan (as amended and restated effective August 4, 2020) (Incorporated by reference to Exhibit 10.19 of our Annual Report on Form 10-K filed on August 25, 2020)+ | |||||||
| 10.32 | Premier Healthcare Solutions, Inc. Deferred Compensation Plan, dated September 26, 2014 (effective January 1, 2015), as amended on September 25, 2015 and October 24, 2018 (Incorporated by reference to Exhibit 10.20 of our Annual Report on Form 10-K filed on August 25, 2020)+ | |||||||
| 10.33 | Third Amendment to Premier Healthcare Solutions, Inc. Deferred Compensation Plan dated November 11, 2024 and effective January 1, 2025*+ | |||||||
| 10.34 | Amended and Restated Credit Agreement, dated as of December 12, 2022, by and among Premier Healthcare Alliance, L.P., Premier Supply Chain Improvement, Inc. and Premier Healthcare Solutions, Inc., as Co-Borrowers, certain domestic subsidiaries of Premier Services, LLC, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, other lenders from time to time party thereto, and Wells Fargo Securities, LLC, BofA Securities, Inc. JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, and Truist Securities, Inc. as Joint Lead Arrangers and Joint Book Managers. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 16, 2022) | |||||||
| 10.35 | First Amendment to Amended and Restated Credit Agreement, dated as of September 23, 2024, by and among Premier Healthcare Alliance, L.P., Premier Supply Chain Improvement, Inc. and Premier Healthcare Solutions, Inc., as Co-Borrowers, certain domestic subsidiaries of Premier Services, LLC, as Guarantors, certain lenders, and Wells Fargo Bank, National Association, as Administrative Agent and a Lender (Incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q filed on November 5, 2024) | |||||||
127
| Exhibit No. | Description | |||||||
| 10.36 | Form of Restricted Stock Unit Agreement for Consultants (Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on September 7, 2021) | |||||||
| 10.37 | Equity Purchase Agreement, dated June 14, 2023, by and among OMNIA Partners, LLC, Non-Healthcare Holdings LLC, Premier Supply Chain Improvement, Inc., Premier Healthcare Alliance, L.P., Acurity, LLC, Innovatix, LLC, Essensa Ventures, LLC, Premier Healthcare Solutions, Inc., and Premier, Inc. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 15, 2023) | |||||||
| 10.38 | Issuer Forward Repurchase Transaction agreement dated February 5, 2024, between Premier, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 7, 2024) | |||||||
| 10.39 | Issuer Forward Repurchase Transaction agreement dated February 18, 2025 between Premier, Inc. and JPMorgan Chase Bank, National Association (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 19, 2025) | |||||||
| 10.40 | Issuer Forward Repurchase Transaction agreement dated February 18, 2025 between Premier, Inc. and JPMorgan Chase Bank, National Association (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on February 19, 2025) | |||||||
| 10.41 | Form of Unit Exchange and Tax Receivable Acceleration Agreement, dated as of August 10, 2020 and effective as of July 1, 2020, by and among certain limited partners of Premier Healthcare Alliance, L.P, Premier Healthcare Alliance, L.P, Premier Services, LLC and Premier, Inc. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 11, 2020) | |||||||
| 19.1 | ||||||||
| 19.2 | Rule 10b5-1 Plan Policy of the Company* | |||||||
| 21 | Subsidiaries of the Company* | |||||||
| 23 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm* | |||||||
| 24 | Power of Attorney (included on the signature page hereof)* | |||||||
| 31.1 | Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |||||||
| 31.2 | Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |||||||
| 32.1 | Certification of principal executive officer pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002‡ | |||||||
| 32.2 | Certification of principal financial officer pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002‡ | |||||||
| 97 | Dodd-Frank Compensation Recoupment Policy of the Company* | |||||||
| 101.INS | Inline XBRL Instance Document* | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |||||||
| 104 | The cover page from the Premier, Inc. Annual Report on Form 10-K for the year ended June 30, 2025, formatted in Inline XBRL (included in the Exhibit 101).* | |||||||
* Filed herewith
+ Indicates a management contract or compensatory plan or arrangement
‡ Furnished herewith
Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-36092. The SEC file number for our Registration Statement on Form S-1 is 333-190828.
Item 16. Form 10-K Summary
We have elected not to provide a summary.
128
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PREMIER, INC. | |||||||||||
| By: | /s/ MICHAEL J. ALKIRE | ||||||||||
| Name: | Michael J. Alkire | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
| Date: | August 19, 2025 | ||||||||||
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and appoints each of Glenn G. Coleman and David L. Klatsky his/her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her in his/her name, place, and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||||||||||||
| /s/ MICHAEL J. ALKIRE | President and Chief Executive Officer and Director (principal executive officer) | August 19, 2025 | ||||||||||||
Michael J. Alkire | ||||||||||||||
/s/ GLENN G. COLEMAN | Chief Administrative and Financial Officer (principal financial officer) | August 19, 2025 | ||||||||||||
Glenn G. Coleman | ||||||||||||||
/s/ CRYSTAL B. CLIMER | Chief Accounting Officer and Senior Vice President, Finance (principal accounting officer) | August 19, 2025 | ||||||||||||
Crystal B. Climer | ||||||||||||||
| /s/ JOHN T. BIGALKE | Director | August 19, 2025 | ||||||||||||
| John T. Bigalke | ||||||||||||||
| /s/ HELEN M. BOUDREAU | Director | August 19, 2025 | ||||||||||||
| Helen M. Boudreau | ||||||||||||||
| /s/ JODY R. DAVIDS | Director | August 19, 2025 | ||||||||||||
| Jody R. Davids | ||||||||||||||
| /s/ PETER S. FINE | Director | August 19, 2025 | ||||||||||||
| Peter S. Fine | ||||||||||||||
| /s/ MARC D. MILLER | Director | August 19, 2025 | ||||||||||||
Marc D. Miller | ||||||||||||||
| /s/ MARVIN R. O’QUINN | Director | August 19, 2025 | ||||||||||||
Marvin R. O'Quinn | ||||||||||||||
| /s/ RICHARD J. STATUTO | Director | August 19, 2025 | ||||||||||||
Richard J. Statuto | ||||||||||||||
| /s/ ELLEN C. WOLF | Director | August 19, 2025 | ||||||||||||
Ellen C. Wolf | ||||||||||||||
129
Source:
FAQ
What is Premier, Inc.'s ticker symbol and market value?
The company trades under PINC and the aggregate market value of Class A common stock held by non-affiliates was approximately $1,929.3 million.
How many shares of Class A common stock were outstanding?
As of August 14, 2025, there were 82,549,641 shares of Class A common stock outstanding.
What recent acquisitions or material transactions did Premier disclose?
Premier acquired IllumiCare, Inc. for a preliminary adjusted purchase price of $47.5 million, paid $39.8 million in cash (net of cash acquired) with $4.5 million escrow and up to $15.0 million contingent earn-out.
What share repurchase activity did Premier complete?
The Board authorized up to $1.0 billion; Premier completed $400 million (2024 ASR), an additional $200 million (completed Jan 6, 2025), and $200 million under 2025 ASR Agreements with final settlement completed Aug 18, 2025, totaling $800 million repurchased; the authorization expired June 30, 2025.
How large is Premier's membership and what is GPO purchasing volume?
At June 30, 2025, membership included over 4,250 acute care providers and ~365,000 active members. Total GPO purchasing volume exceeded $87 billion in 2024.
Do any customers represent a material portion of revenue?
No single customer generated more than 10% of net revenue in fiscal years 2025 and 2024; the top five customers represented 12% of consolidated net revenues in 2025.
Premier
NASDAQ:PINC
PINC Latest News
Aug 18, 2025
Premier, Inc. Declares Quarterly Cash Dividend
Jul 29, 2025
Premier, Inc. to Report Fiscal 2025 Fourth-Quarter and Full-Year Results and Host Conference Call on August 19, 2025
PINC Latest SEC Filings
Aug 11, 2025
[SCHEDULE 13G] Premier, Inc. SEC Filing
Jul 17, 2025
[SCHEDULE 13G/A] Premier, Inc. SEC Filing
Jul 7, 2025
[8-K] Premier, Inc. Reports Material Event
PINC Stock Data
2.05B
81.41M
1.17%
96.01%
13.58%
Health Information Services
Services-management Services
United States
CHARLOTTE