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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.

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 $2,657.9 million. For purposes of the foregoing calculation only, executive officers and directors of the registrant have been deemed to be affiliates.

As of August 15, 2024, there were 100,187,927 shares of the registrant's Class A common stock, par value $0.01 per share, outstanding.

The registrant's definitive proxy statement for its 2024 Annual Meeting of Stockholders to be held on or about December 6, 2024 is incorporated by reference into Part III hereof to the extent described herein.

Statements made in this Annual Report on Form 10-K for the fiscal year ended June 30, 2024 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 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 dependency on contract manufacturing facilities located in various parts of the world;

•inventory risk we face in the event of a potential material decline in demand or price for the personal protective equipment or other products we may have purchased at elevated market prices or fixed prices;

•our ability to attract, hire, integrate and retain key personnel;

•the impact of continuing uncertain economic conditions to 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;

•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 or regulations adopted by the Food and Drug Administration applicable to our software applications that may be considered medical devices;

•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;

•the impact of payments required 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 on our overall cash flow and our ability to fully realize the expected tax benefits to match such fixed payment obligations under those notes payable;

•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;

•our indebtedness and our ability to obtain additional financing on favorable terms, including our ability to renew or replace our existing 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.

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 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.

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,” “ConfigureNetTM,” “Contigo Health,” “Essensa,” “Innovatix,” “InterSectta,” “KIINDO,” “PINC AITM,” “Premier,” “PremierPro,” “ProvideGx,” “QUEST,” “Remitra,” “S2S Global,” “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.

For periods prior to August 11, 2020, references to “member owners” are references to participants in our GPO programs that were also limited partners of Premier Healthcare Alliance L.P. (“Premier LP”), sometimes referred to as “LPs,” that held Class B common units of Premier LP and shares of our Class B common stock.

For periods on or after August 11, 2020, references to “members” are references to health systems and other customers that utilize any of our programs or services, some of which were formerly member owners who participated in our GPO programs and were also limited partners of Premier Healthcare Alliance L.P. (“Premier LP”).

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, through an exchange under which member owners, who were limited partners of Premier LP converted their Class B common units in Premier LP and corresponding Class B common shares of Premier, Inc. into our Class A common stock, on a one-for-one basis, and (ii) exercised our right to terminate the Tax Receivable Agreement (the “TRA”) by providing all former limited partners a notice of termination and the amount of the expected payment to be made to each limited partner pursuant to the early termination provisions of the TRA with a determination date of August 10, 2020. 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 the “Subsidiary Reorganization” are references to an internal legal reorganization of our corporate subsidiaries in December 2021 for the purpose of simplifying our subsidiary reporting structure. For additional information and details regarding the Subsidiary Reorganization, see our Quarterly Report on Form 10-Q for the period ended December 31, 2021.

References to “Prior Premier GP” are references to our former wholly owned subsidiary Premier Services, LLC, which was merged with and into Premier, Inc, with Premier, Inc. being the surviving entity as part of the Subsidiary Reorganization.

References to “adjacent markets” are references to the non-provider healthcare markets penetrated by Premier, Inc.’s businesses and brands that are designed to diversify revenue for the Company. This includes PINC AI Clinical Decision Support serving providers and payers; PINC AI Applied Sciences serving biotech, pharmaceutical and medical device companies; Contigo Health that serves self-insured employers, including healthcare providers that are also payers (“payviders”); and Remitra that serves healthcare suppliers and providers.

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, uniting an alliance of United States (“U.S.”) hospitals, health systems and other providers and organizations to transform healthcare. 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 employer, 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, third-party administrator services, access to our centers of excellence program, cost containment and wrap network and digital invoicing and payables automation processes 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 our direct sourcing activities as well as continued access to our group purchasing organization (“GPO”) programs for non-healthcare members whose contracts were sold to OMNIA Partners, LLC (“OMNIA”) (refer below to Sale of Non-Healthcare GPO Member Contracts).

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 employers, 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 segment includes our GPO program, supply chain co-management, purchased services and direct sourcing activities.

The Performance Services segment consists of three sub-brands: PINC AITM, 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, life sciences and payer markets; Contigo Health®, our direct-to-employer business which provides third-party administrator services and management of health-benefit programs that enable payviders and employers to contract directly with healthcare providers as well as partners with healthcare providers to provide employers access to a specialized care network through Contigo Health’s centers of excellence program and cost containment and wrap network; and Remitra®, our digital invoicing and payables automation business which provides financial support services to healthcare suppliers and providers.

On February 5, 2024, we announced that our Board of Directors concluded its exploration of strategic alternatives which we originally reported in May 2023. As part of the strategic review process, the Board of Directors has 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.

Additionally, on February 2, 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding Class A common stock (“Common Stock”). On February 5, 2024, under the share repurchase authorization, we entered into an accelerated share repurchase agreement (the “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. Final settlement of the accelerated share repurchase transaction pursuant to the ASR Agreement was completed on July 11, 2024. Refer to “Share Repurchase Authorization” within “Contractual Obligations” section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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. 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 our group purchasing contracts. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.

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” below.

The outbreak of the novel coronavirus (“COVID-19”) and the resulting global pandemic impacted our sales, operations and supply chains, our members and other customers and workforce and suppliers. While both the U.S. and the World Health Organization declared an end to the COVID-19 pandemic as a public health emergency in May 2023, we remain subject to the potential risks associated with any future pandemic, epidemic or other public health emergency, and the uncertain impacts those events could have on our business, results of operations, financial condition, cash flows and prospects of the trading price of our Common Stock.

Refer to “Item 1A. Risk Factors” for significant risks we have faced and may continue to face as a result of pandemics, epidemics or public health emergencies.

According to data from the Centers for Medicare & Medicaid Services (“CMS”), healthcare expenditures are a large component of the U.S. economy and are expected to grow by an average of 5.6% per year for the period 2023-2032, reaching 19.7% of gross domestic product, or GDP, by 2032. According to data from the 2022 American Hospital Association’s Annual Survey, published in the 2024 edition of the AHA Hospital Statistics™, there were more than 5,100 U.S. community hospitals with approximately 784,200 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 2023 reporting from the United States Department of Labor and healthcare industry sources, in addition to U.S. hospitals, there were approximately 859,000 facilities and providers across the continuum of care in the United States. These facilities include primary/ambulatory care, post-acute care and other providers.

According to CMS data, total spending on hospital services in the United States is projected to be $1.4 trillion, or approximately 27% of total healthcare expenditures, in calendar year 2024. 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, purchased services, facilities expenditures, food service products, and information technology, as well as appropriate resource utilization, mitigating pharmaceuticals 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, 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.

State and federal budget pressures stemming from increased deficit spending and 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 was advanced further with the bipartisan enactment of the Medicare Access and CHIP Reauthorization Act, which created incentives for physicians to move to APMs and was recently extended by Congress in December 2022. 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, 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.

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, 2024, our members included more than 4,350 U.S. hospitals and health systems and approximately 325,000 other providers and organizations. Over 520 individuals, representing approximately 180 of our U.S. hospital members, sit on 28 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, four senior executives from our U.S. hospital member systems served on our Board of Directors for all or part of fiscal year 2024, providing valuable and unique insights into the challenges faced by hospitals and hospital systems and the innovations necessary to address these challenges. No individual member or member systems contributed to more than 10% of our net revenue for the fiscal years ended June 30, 2024 and 2023. Total GPO purchasing volume by all members participating in our GPO was more than $84 billion and $83 billion for the calendar years 2023 and 2022, respectively.

The following table sets forth certain information with respect to retention rates for members participating in our GPO in the Supply Chain Services segment and renewal rates for our SaaS informatics products subscriptions and licenses in the Performance Services segment for the fiscal years shown:

_________________________________

(a)The GPO retention rate is calculated based upon the previous fiscal year’s aggregate purchasing volume among all members participating in our GPO for such fiscal year less the previous year’s GPO purchasing volume for departed members for such fiscal year, divided by the previous fiscal year’s aggregate purchasing volume among all members participating in our GPO for such fiscal year.

(b)The SaaS institutional renewal rate is calculated based upon the total number of members that have SaaS or license revenue in a given period that also have revenue in the corresponding prior year period divided by the total number of members that have SaaS or license revenue in the same period of the prior year.

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.

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, purchased services, direct sourcing and supply chain resiliency activities. 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, food and nutritional products and purchased services (such as clinical engineering and workforce solutions). 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 field force. Since there are no specific fulfillment requirements needed in our single and multi-source contracts in order to obtain certain pricing levels, each particular 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. In addition to our core base of more than 4,350 acute care healthcare providers, Premier’s continuum of care program, including non-healthcare, one of the largest in the United States, which covers over 70 classes of trade, had approximately 325,000 active members as of June 30, 2024, which represents an increase of approximately 25,000 members, or 8%, over fiscal year 2023. A number of these members in Premier’s continuum of care program are affiliated, owned, leased or managed by our members.

Supply Chain Co-Management. We manage and co-manage all or portions of the supply chain operations for contracted members to drive down costs through processes, including value analysis, product standardization and strategic resource allocation and improved operational efficiency.

Direct Sourcing.    Our direct sourcing business, S2S Global, helps our members and other customers access a diverse product portfolio and helps provide transparency to manufacturing costs and competitive pricing. Through S2S Global, we facilitate the development of product specifications with our members and other customers, source or contract manufacture the products to member specifications and sell products directly to our members, other customers or distributors. By engaging with our members and other customers at the beginning of the sourcing process to define product specifications and then sourcing, or contract manufacturing, products to meet the exact needs of our members, we eliminate the need for unnecessary product features and specifications that may typically be included by suppliers and result in higher prices for our members without providing incremental value. Therefore, our direct sourcing activities benefit our members and other customers by providing them with an expanding portfolio of medical products through more efficient means, and with greater cost transparency, than if such products were purchased from other third-party suppliers. We market our direct sourcing activities to our members primarily under the PREMIERPRO® brand.

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.

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”.

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, 2024, approximately 900 U.S. acute care sites and 6,800 continuum of care sites participated in ASCENDrive. These hospital member participants have identified over $1.1 billion in additional savings as compared to their U.S. hospital peers not participating in ASCENDrive since its inception in 2009. For calendar year 2023, these member participants had approximately $16.9 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, 2024, a group of 40 members representing approximately 560 acute care sites and 10,250 continuum of care sites participate in SURPASS. These hospital member participants have identified over $332.2 million in additional savings via their efforts in more than 130 categories since its inception in 2018. For calendar year 2023, these member participants had approximately $14.8 billion in annual supply chain purchasing spend.

Our Performance Services segment consists of three sub-brands: PINC AI, Contigo Health and Remitra. Each sub-brand serves different markets but are all united in our vision to optimize provider performance and accelerate industry innovation for better, smarter healthcare. Our PINC AI platform enables us to better reflect our current product offerings and strategy to expand and responsibly incorporate artificial intelligence (“AI”) across our portfolio of solutions. This platform further enables connectivity and scale between providers, the pharmaceutical, biotech, and medical device industry and payers, including large employers, to help lower the cost and improve the quality of care. We believe that we house one of the largest clinical, operational and financial datasets in the United States which enables actionable insight and real-world evidence needed to accelerate healthcare improvements. We currently incorporate AI into several use cases, including prior authorization between payers and providers; clinical intelligence through the decision support process; and automating the invoicing and payables process. Our AI use cases are focused on helping key healthcare stakeholders improve the quality, efficiency and value of healthcare delivery. Using our data and scale, we seek to expand our AI capabilities, grow our overall portfolio of solutions and provide our members and customers with technologically advanced products so they can provide better, smarter healthcare.

With a broad provider network, advanced analytics, and the incorporation and desired expansion of AI-powered technology backed by our large dataset, we believe PINC AI has the ability to accelerate ingenuity in healthcare.

PINC AI 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 (like COVID-19), 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;

•Operating the 100 Top Hospitals® program. 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, previously known as the QUEST 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; and

•Providing life sciences services through PINC AI Applied Science for the development of research, real-world evidence and clinical trials innovation for medical device, diagnostic and pharmaceutical companies.

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 U.S. 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 PINC AI 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 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.

Contigo Health creates new ways for clinicians, health systems and employers to work together supporting a common goal for all stakeholders to help increase access to high-quality care, enhance employee engagement, control costs and get employees back to work and life faster. Contigo Health delivers comprehensive services for optimizing employee health benefits, including:

•Contigo Health Sync Health Plan TPA empowers self-funded employers with a flexible approach to employee benefits to help improve access to quality care, achieve cost savings and improve health plan member satisfaction;

•Contigo Health Centers of Excellence 360 delivers access to high-quality care by bringing together specialty medical and behavioral health programs for a bundled cost through a network of healthcare facilities, surgeons, physicians and leading-edge virtual providers; and

•Contigo Health ConfigureNet Out-of-Network Wrap delivers an out-of-network wrap product to improve access to healthcare and reduce the cost of medical claims through pre-negotiated discounts with its network of 500,000 providers across the U.S. and Puerto Rico.

Remitra 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.

•Remitra’s Procure-to-Pay platform powers supplier and provider networks and uses optical character recognition to automate invoicing and payables. Remitra 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 ERP, GPO or treasury partner.

•Remitra’s Cash Flow Optimizer platform offers a financial solution for suppliers and providers including a reduction in days sales outstanding, improving on-time payments, improved working capital and a potential reduction over time of allowance of credit losses associated with bad debt.

•Remitra’s Managed Account Payable service offers a financial solution for acute and continuum of care members and other customers including an extension in days payable outstanding, improving on-time payments for suppliers and improving working capital for the customer.

Both Remitra’s Cash Flow Optimizer platform and Managed Account Payable services offer financial solutions by leveraging Remitra’s Procure-to-Pay platform and providing opportunities for financial improvements for suppliers, members and other customers.

The Performance Services sub-brands support Premier’s long-term strategy to diversify revenue into adjacent markets, which we define as non-traditional markets penetrated by Premier’s businesses and brands. This includes PINC AI Clinical Decision Support serving providers and payers; PINC AI Applied Sciences serving biotech, pharmaceutical and medical device companies; Contigo Health that serves self-insured employers, including payviders; and Remitra that serves healthcare suppliers and providers.

Beginning in fiscal year 2025, we are realigning our portfolio of offerings and reporting our Remitra sub-brand as a component of our Supply Chain Services segment to align with our strategy and operations moving forward.

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, including purchased services activities, 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.

The majority of our current GPO participation agreements with our members have terms that commenced in 2020. We have begun renewing these agreements over the past year and as of June 30, 2024, we have renewed and extended members that represent approximately 50% of the gross administrative fees associated with the member agreements that were extended in 2020. In fiscal year 2025, we are targeting additional member agreements for renewal that would address a cumulative total of approximately 75% of the gross administrative fees associated with the member agreements extended in 2020. We expect to target the remaining associated member agreements for renewal in fiscal years 2026 and 2027. 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.

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.

In our direct sourcing activities, we earn revenue from product sales, including sales from aggregated purchases of certain products. Products are sold to our members and other customers through direct shipment and distributor and wholesale channels. Products are also sold to regional medical-surgical distributors and other non-healthcare industries (i.e., foodservice). We have contracts with our members and other customers that buy products through our direct shipment option, which usually do not provide a guaranteed purchase or volume commitment requirement.

Performance Services revenue consists of revenue generated through our three sub-brands: PINC AI, Contigo Health and Remitra. The main sources of revenue under PINC AI 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 PINC AI data licenses, IT outsourcing, annual subscriptions to our performance improvement collaboratives, insurance services management fees and commissions from endorsed commercial insurance programs. Contigo Health’s main sources of revenue are third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees. Remitra’s main source of revenue is fees from healthcare suppliers and providers.

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-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 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.

Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting, managed services and cost savings 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 PINC AI includes:

•Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables 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 are recognized in the period in which such services are provided. Commissions from endorsed commercial 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.

Contigo Health’s main sources of revenue consist of third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees.

•Revenue from third-party administrator fees consist of integrated fees for the processing of self-insured healthcare plan claims and is recognized in the period in which the services have been provided.

•Revenue from the centers of excellence program consist of administrative fees for access to a specialized care network of proven healthcare providers and is recognized in the period in which the services have been provided.

•Revenue from cost containment and wrap network fees consist of fees associated with the repricing of insurance claims and is estimated and recognized in the period in which the services have been provided.

The main source of revenue for Remitra 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. Additional revenue consists of fees from check replacement services which consist of monthly rebates from bank partners.

Our customers consist of both GPO and non-GPO members that utilize our other products and services and other healthcare and non-healthcare businesses. Our top five customers generated revenue of approximately 14% and 15% of our consolidated net revenues for the years ended June 30, 2024 and 2023, respectively. No customer accounted for more than 10% of our net revenue during each of the years ended June 30, 2024 and 2023.

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.

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.

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 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 a real time 24x7x365 response capability that triages 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 legal liability, reputational harm, and other serious negative consequences if we sustain 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.”

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, direct sourcing and supply chain co-management activities.

•Our group purchasing business competes with other large 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 direct sourcing business competes primarily with private label offerings and programs, product manufacturers, and distributors, such as Cardinal Health, Inc., McKesson Corporation, Medline Industries, Inc. and Owens & Minor, Inc.

•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 Performance Services segment’s competitors compete with our three sub-brands: PINC AI, Contigo Health and Remitra.

•The primary competitors of PINC AI range from smaller niche companies to large, well-financed and technologically sophisticated entities. Our primary competitors for PINC AI 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 and Innovaccer, Inc., and (ii) consulting and outsourcing firms such as Deloitte & Touche LLP, Evolent Health, Inc., Healthagen, LLC (a subsidiary of Aetna, 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.).

•The primary competitors for Contigo Health include AmeriBen, Meritan Health, UMR, WebTPA and Benefit and Risk Management Services for our third-party administrative services product; Carrum Health, Transcarent, Edison Healthcare, AccessHope, Employer Direct Healthcare and MSK Direct for our Centers of Excellence product; and First Health, MultiPlan, Zelis and other wrap network providers and major carriers (such as Aetna, United and Cigna) for our ConfigureNet product.

•The primary competitors for Remitra include 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.

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.

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.

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.

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 are creating 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. The current Biden administration is supportive of the ACA. However, any 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. We believe it is important to note that most of the controversy related to the ACA relates to coverage expansion and not the issues related to quality improvement and cost reduction which are core to our business.

The U.S. Food and Drug Administration (“FDA”) extensively regulates, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing, export, import, service and surveillance, complaint handling, repair or recall of products, adverse event reporting and other field safety corrective actions of medical devices. Because certain of the products that we market and sell through our direct sourcing business are considered medical devices, our suppliers must comply with FDA requirements in the production, and we must comply with FDA regulations in the marketing and post-market monitoring, of these products. These products have in the past and may in the future be subject to penalties, product restriction or recall if we or our suppliers fail to comply with FDA requirements.

In addition, 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 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.

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 U.S. 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 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 U.S. 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 U.S. 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 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.

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 the market. 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 the market. In their 1996 Statements of Antitrust Enforcement Policy in Health Care, or the Healthcare Statements, the DOJ and the U.S. 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.

Earlier 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 U.S. 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 U.S. 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, the U.S. Senate 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 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.

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.

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.

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.

We execute and maintain a compliance and ethics program that is designed to assist us 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. These objectives are achieved through education, monitoring, disciplinary action and other remedial measures we believe to be appropriate. We provide all of our employees with education that has been developed to communicate 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 in order 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”), helps oversee compliance and ethics matters across our business operations.

Our employees are our most critical assets. The success and growth of our business depends on our ability to attract, reward, retain, and develop diverse, 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:

As of June 30, 2024, we employed approximately 2,900 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, diversity data and the engagement of our employees. None of our employees are working under a collective bargaining arrangement.

We conduct sales through our embedded field force, our dedicated national sales team, our Premier consultants, and other various sales teams, collectively comprised of over 600 employees as of June 30, 2024.

Our field force works closely with our U.S. 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, 2024, our field force was deployed to six geographic regions and several strategic/affinity members across the United States. This field force works at our member sites to identify and recommend best practices for both supply chain and clinical integration cost savings opportunities. The regionally deployed field force is augmented by a national team of subject matter specialists who focus on key areas such as lab, surgery, cardiology, orthopedics, imaging, pharmacy, information technology and construction. Our field force also assists our members in growing and supporting their continuum of care facilities.

Our national sales team provides national sales coverage for establishing initial member relationships and works with our field force to increase sales to existing members. Our regional sales teams are aligned with the six regions in our field force model.

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.

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/6766), 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.

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.

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.

•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 2024, 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, or that we may convert more SaaS-based product subscriptions to 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 the integration of artificial intelligence 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 face risks associated with our reliance on contract manufacturing facilities located in various parts of the world.

•We may face inventory risk for (i) the personal protective equipment or other products we may purchase at elevated prices during a supply shortage, and (ii) items we purchase in bulk or pursuant to fixed price purchase commitments if we cannot sell such inventory at or above our cost.

•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 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.

•We are subject to changes and uncertainty in the legal, political, economic and regulatory environment affecting healthcare organizations.

•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.

•We are subject to litigation from time to time.

•We must adequately protect our intellectual property, and we face potential claims against our use of the intellectual property of 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.

•We are obligated to make payments under our Unit Exchange and Tax Receivable Acceleration Agreements, and we may not realize all of the expected tax benefits corresponding to the termination of our prior Tax Receivable Agreement.

•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.

•We face risks related to our current and future indebtedness, including our existing credit facility.

•We face risks due to fluctuations in our quarterly cash flows, revenues and results of operations.

•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.

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, direct sourcing and supply chain co-management activities. Our group purchasing business competes with other large GPOs, including in certain cases GPOs owned by healthcare providers and online retailers. Our direct sourcing business competes primarily with private label offerings and programs, product manufacturers and distributors. Our supply chain co-management business competes with organizations that provide supply chain outsourcing or embedded resources and supply chain transformations services.

The competitors in our Performance Services segment compete with our three sub-brands: PINC AI, Contigo Health and Remitra. The primary competitors of PINC AI range from smaller niche companies to large, well-financed and technologically sophisticated entities, and include information technology providers and consulting and outsourcing firms. The primary competitors for Contigo Health are smaller niche and larger well-financed healthcare and insurance companies and providers of wrap network services.

The primary competitors for Remitra are smaller niche and larger technology companies and financial institutions.

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 additional GPO participation agreements that were extended at the time of our August 2020 Restructuring. As of June 30, 2024, we have renewed and extended members that represent approximately 50% of the gross administrative fees associated with the GPO member agreements that were extended in 2020. In fiscal year 2025, we are targeting additional member agreements for renewal that would address a cumulative total of approximately 75% of the gross administrative fees associated with the member agreements extended in 2020. We expect to target the remaining associated member agreements in fiscal years 2026 and 2027. 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 impact 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 impact 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 PINC AI, Contigo Health and Remitra brands.

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.

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 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.

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. If we experience an extended or delayed implementation cycle in connection with the sale of additional products and services to existing or new members or customers, it could have a material adverse effect on our business, financial condition and results of operations. In addition, we are required to use estimates to determine revenue recognition for performance-based consulting engagements. These estimates are based on a number of inputs from management regarding project timing, milestone and goal achievement and expected completion dates, each of which may change during the course of the engagement and could result in either delayed revenue recognition or revenue reversals resulting in out-of-period revenue adjustments, which could have a material adverse effect on our results of operations. In addition, changes in accounting standards that impact revenue recognition as well as conversion of SaaS-based product subscriptions to licensed-based products and services, as discussed in the below risk factor “The markets for our SaaS- or licensed-based products and services may develop more slowly than we expect, or we may convert more SaaS-based product subscriptions to license-based products and services, which could adversely affect our revenue, growth rates and our ability to maintain or increase our profitability” could adversely impact our ability to recognize revenue consistent with our historical practices and could have a material adverse effect on our business, financial condition and results of operations.

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. Although we renewed most of our then existing GPO participation agreements primarily for terms of five to seven years at the beginning of fiscal year 2021, 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 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, 2024, we have renewed and extended members that represent approximately 50% of the gross administrative fees associated with the member agreements that were extended in 2020. In fiscal year 2025, we are targeting additional member agreements for renewal that would address a cumulative total of approximately 75% of the gross administrative fees associated with the member agreements extended in 2020. We expect to target the remaining associated member agreements for renewal in fiscal years 2026 and 2027. 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 reduced by modification or not renewed for any reason, we lose the anticipated future revenue associated with such contracts and, consequently, our revenue and results of operations may decrease materially.

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 both us and Premier LP. As a result of the August 2020 Restructuring, our former member-owners’ equity holdings in Premier LP were canceled and converted into shares of our Class A common stock which is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “PINC.” Furthermore, former member-owners who received shares of our Class A common stock as part of the August 2020 Restructuring have been free to sell those shares. Any material reduction in our former 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.

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 impact 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 U.S. 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’s “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, which 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.

Our top five members and customers generated revenue of approximately 14% and 15% of our consolidated net revenues for the fiscal years ended June 30, 2024 and 2023. The sudden loss of any material customer, or a material change in revenue share or other economic terms we have with such customers, could materially and adversely affect our business, financial condition and results of operations.

Our Performance Services segment generates revenue from both SaaS-based products subscriptions and term enterprise analytics licenses for our analytics products. 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. Our customers have increasingly elected to enter into licensed-based transactions instead of renewing SaaS-based transactions, and the timing and pricing of these conversions can contribute to this volatility. Furthermore, the growth and profitability of our Performance Services segment depends on our ability to grow revenue from our licensed-based products and services and new SaaS-based products subscriptions at a rate that more than offsets the conversion of our customers from SaaS-based products subscriptions to licensed-based products and services.

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 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 impact 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, bundled payments and capitated primary care that could have a material adverse impact on our members and other customers and, in turn, on our business, financial condition and results of operations.

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 other 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 necessary for our business, we may be unable to maintain or increase our industry presence or effectively execute our business strategy.

Our success depends on providing products and services within our Supply Chain Services and Performance Services segments that healthcare providers 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 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;

•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 impact 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 impact our results of operations and earnings per share.

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 (see Note 8 - 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.

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. To the extent we invest in a financially underperforming or unstable company or an entity in its development stage 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 investment or recognize impairment or other charges that could adversely impact our financial condition or results of operations and our stock price. Even though these charges may be non-cash items that do not impact our revenues or liquidity, they could impact 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.

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.

Because of the large amount of data that we collect and manage, it is possible that hardware 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 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.

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 U.S., we outsource development work for a portion of our products and services to persons outside the U.S., 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 U.S. 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 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.

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 many well-organized international interests, in certain cases with the backing of sovereign governments, are targeting the theft of patient information through the use of advanced persistent threats. 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 cyber-security 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 cyber security 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.

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, or if 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 customers would be materially and adversely impacted, resulting in a material adverse effect on our business, financial condition and results of operations.

We also integrate into our proprietary applications and use third-party software to maintain and enhance, among other things, 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 technology into our solutions, the diversion of our resources from development of our own proprietary technology and our inability to generate revenue from licensed technology 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 technology can be identified, licensed and integrated, which would harm our business, financial condition and results of operations.

Most of our third-party licenses are non-exclusive and our competitors may obtain the right to access any of the technology covered by these licenses to compete directly with us. Our use of third-party technologies exposes us to increased risks, including, but not limited to, risks associated with the integration of new technology into our solutions, the diversion of our resources from development of our own proprietary technology and our inability to generate revenue from licensed technology sufficient to offset associated acquisition and maintenance costs. In addition, if our data suppliers choose to discontinue support of the licensed technology in the future, we might not be able to modify or adapt our own solutions.

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.

Our business increasingly relies on AI technologies to collect, aggregate, analyze and/or generate data or other materials or content. 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 if AI. While AI and its uses are subject to a variety of existing laws and regulations, the legal and regulatory framework governing AI is rapidly evolving. In October 2023, President Biden issued the Executive Order on the Safe, Secure and Trustworthy Development and Use of Artificial Intelligence that established new standards for training, testing and cybersecurity of sophisticated artificial intelligence models, and directed federal agencies to promulgate additional regulations on the subject. Federal AI legislation has also been introduced in the U.S. Senate. Many other 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.

AI algorithms use machine learning and predictive analytics which may lead to flawed, biased, discriminatory, or inaccurate results, any of which may not be easily detectable by us. 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 U.S., relating to the development, security and use of AI.

As part of our direct sourcing activities, we contract with manufacturing facilities in various parts of the world, including facilities in Bangladesh, Cambodia, Canada, China, India, Malaysia, Sri Lanka, Taiwan, Thailand, Turkey and Vietnam as well as domestically within the U.S. Operations at and securing products from these manufacturing facilities could be curtailed or partially or completely shut down as the result of a number of circumstances, most of which are outside of our control, such as but not limited to unscheduled maintenance, power conservation/shortages, an earthquake, hurricane, flood, tsunami or other natural disaster, material labor strikes or work stoppages, government implementation of export limitations or freezes, port or other shipping delays, political unrest or pandemics. We are also subject to some of these risks with manufacturers we contract with in the U.S. Any material curtailment of production at these facilities, or production issue resulting in a substandard product, could result in our inability to meet contractual sourcing commitments and reduced revenues and cash flows in our direct sourcing activities, and could result in litigation or governmental inquiry arising from these circumstances. In addition, our business practices in international markets are subject to the requirements of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any violation of which could subject us to material fines, criminal sanctions and other penalties. We expect all of our contracted manufacturing facilities to comply with all applicable laws, including labor, safety and environmental laws, and to otherwise meet our standards of conduct. Our ability to find manufacturing facilities that uphold these standards is a challenge, especially with respect to facilities located outside the U.S. We also are subject to the risk that one or more of these manufacturing facilities will engage in business practices in violation of our standards or applicable laws, which could damage our reputation and adversely impact our business and results of operations.

While we continue to promote domestic and geographically diverse manufacturing as part of our supply chain resiliency program, a material portion of the manufacturing for our direct sourcing activities is still conducted in China. As a result, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China as well as trade disputes between China and the U.S. and the potential imposition of bilateral tariffs. In addition, China has imposed export restrictions and new regulatory requirements on personal protective equipment, or PPE, and other medical equipment needed by our member hospitals. The imposition of tariffs or export restrictions on products imported by us from China could require us to (i) increase prices to our members or (ii) locate suitable alternative manufacturing capacity or relocate our operations from China to other countries. In the event we are unable to increase our prices or find alternative manufacturing capacity or relocate to an alternative base of operation outside of China on favorable terms, we would likely experience higher manufacturing costs and lower gross margins, which could have an adverse effect on our business and results of operations. The Chinese economy differs from the economies of most developed countries in many respects, including the degree of government involvement, the level of development, the growth rate, the control of foreign exchange, access to financing and the allocation of resources.

Additionally, the facilities in Malaysia with which we contract are particularly susceptible to labor shortages, labor disputes and interruptions, rising labor costs as a result of minimum wage laws, scheduling and overtime requirements and forced or child labor.

Validation of our direct sourcing suppliers around the world can be challenging and our vetting process may not eliminate all associated risks, particularly since the information shared is largely dependent on the supplier level of transparency. If one or more of the manufacturing facilities we contract with engage in business practices in violation of our standards or applicable laws, we could experience damage to our reputation and suffer an adverse impact on our business, results of operations and reputation.

From time to time, we purchase items as part of bulk purchases to resell to our members. We may have inventory risk for product inventory we purchase at elevated market prices and items we purchase in bulk or pursuant to fixed price purchase commitments if we are unable to sell such inventory at or above our cost. If we are unable to sell the products for more than our inventory cost, we could experience a material adverse effect on our business, financial condition and results of operations. In addition, as we strive to create a healthier global supply chain with more diversification in the country of origin, including a focus on supporting PPE and medical product manufacturing in the U.S. with our domestic sourcing initiatives, we may source more of our products from U.S.-based or near shore manufacturers, which may come at a higher acquisition cost than sourcing from Asia or other lower cost countries. If our GPO members are unwilling to pay higher prices for products made in the U.S. or near-shore locations, or if they choose to buy lower cost products manufactured in lower cost countries, now or in the future, this may impact our customer growth and results of operations if we have to lower prices to compete or sell our higher-cost inventory.

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 the 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, promotion 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 global economic uncertainty, political conditions and fiscal challenges in the U.S. 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 our operating results. We have been experiencing and continue to experience inflationary pressure and other constraints affecting both our Supply Chain 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 outbreak of the novel coronavirus (“COVID-19”) and the resulting global pandemic and the impact on the healthcare industry impacted our sales, operations and supply chains, our members and other customers and workforce and suppliers. While both the U.S. and the World Health Organization declared an end to the COVID-19 pandemic as a public health emergency in May 2023, we remain 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 U.S.

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 another 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.

Geopolitical events such as war, terrorist activities, or civil unrest may disrupt or interrupt our operations or the operations of our vendors or other business partners. U.S. 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 U.S. 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 events and circumstances could negatively impact our business, financial condition and results of operations.

Climate change may lead to more frequent or more severe weather events or conditions, rising including 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 recently 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. The SEC has also adopted rulemaking on climate change disclosures that could significantly increase compliance burdens and associated regulatory costs and complexity. Such measures have subjected us, and may subject our suppliers, to additional costs and restrictions and require significant operating and capital expenditures.

Companies are facing increasing scrutiny from regulators, investors, customers, suppliers, and other stakeholders related to their ESG 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-related requirements as a condition to doing business with us. Increased ESG-related compliance costs could increase our overall operational costs. Failure to adapt to or comply with 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 negatively impact our reputation and our stock price. 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 business, financial condition, or results of operations.

New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of operations.

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.

Although there appears to be greater certainty and a continuation of the policies and directions set forth in the ACA subsequent to the 2021 U.S. Supreme Court decision upholding the ACA and the stated priorities of the Biden administration, healthcare will continue to be a highly contentious area, particularly if the 2024 U.S. presidential election were to result in a change of administration. This environment is creating risks for healthcare providers and our business that could cause a material adverse effect on our business and financial performance.

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 U.S. 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.

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, 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 U.S. 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.

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 in 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).

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 group purchasing industry has been the subject of multiple reviews and inquiries by the U.S. Senate and its members with respect to antitrust laws. Additionally, the U.S. Government Accountability Office, or GAO, has published several reports examining GPO pricing, contracting practices, activities and fees. We and several other operators of GPOs have responded to GAO inquiries in connection with the development of such reports. Most recently, on February 14, 2024, the U.S. Federal Trade Commission (“FTC”) and the U.S. 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. 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.

Congress, the U.S. Department of Justice, the FTC, the U.S. Senate 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 modify our arrangements in a manner that adversely impacts 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.

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 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. Also, in April 2024, the U.S. Congress released a discussion draft of a national privacy bill with bipartisan and bicameral support, known as the American Privacy Rights Act (“APRA”). APRA would enact new customer data protections with respect to sensitive data, such as health, biometric and genetic data, and would impose new compliance obligations with respect to such data.

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.

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.

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. Any application of ONC Rules or similar regulations to our business could adversely affect our financial results by increasing our compliance and operating costs, slowing our time to market for our solutions, and making it uneconomical to offer some products.

Because certain of the products that we market and sell through our direct sourcing business are considered medical devices, our suppliers must comply with FDA requirements in the production, and we must comply with FDA regulations in the marketing and post-market monitoring of these products. These products have in the past and may in the future be subject to penalties, product restrictions or recall if we or our suppliers fail to comply with FDA requirements. In addition, 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 FDA laws, 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 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.

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, as described in Part I, Item III of this Annual Report, 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 impact 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.

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 or 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.

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.

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 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.

Continued economic and political conditions in the U.S. could result in changes in U.S. 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. Further changes to U.S. tax laws could impact how U.S. corporations are taxed. 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.

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.

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. Of that amount, an aggregate of $101.5 million remains payable in equal quarterly installments through the quarter ending June 30, 2025. Due to the payments required under the Unit Exchange Agreements, our overall cash flow and discretionary funds will be reduced, which may limit our ability to execute our business strategies or deploy capital for preferred use. In addition, if we do not have available capital on hand or access to adequate funds to make these required payments, our financial condition would be materially adversely impacted.

The payments required upon termination of the TRA are based upon the present value of all forecasted future payments that would have otherwise been made under the TRA. These payments are fixed obligations of ours and 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.

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;

•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.

On February 2, 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding shares of Class A common stock. On February 5, 2024, under the share repurchase authorization, we entered into an accelerated share repurchase agreement to repurchase an aggregate of $400.0 million of shares of our Class A common stock. Under the terms of the agreement, we made a payment of $400.0 million to Bank of America in February 2024, and in February and July 2024 we received (and retired) an aggregate of 19.9 million shares of our Class A common stock as full settlement of the accelerated share repurchase transaction.

As of the date of this Annual Report, we have not made any repurchases pursuant to the share repurchase authorization other than pursuant to the accelerated share repurchase transaction described above. As a result, we may repurchase up to $600 million more shares of Class A common stock pursuant to the authorization. However, we are not obligated to repurchase any additional shares, and the timing, manner, and volume of further share repurchases, if any, will be determined at 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 repurchase program may be limited, suspended or discontinued at any time without prior notice. The timing of additional repurchases pursuant to the authorization, if any, could affect our stock price and increase its volatility. In addition, the existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. We cannot guarantee that we will repurchase any additional shares, and there can be no assurance that any share repurchases will enhance stockholder value because the stock price of our common stock may decline below the levels at which we effect repurchases, and short-term stock price fluctuations could reduce the effectiveness of the repurchase program.

Repurchasing our Class A common stock 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. We may need to use borrowings under our existing credit facility to consummate further share repurchases.

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.

We have a five-year $1 billion unsecured revolving credit facility (the “Credit Facility”), with a maturity date of December 12, 2027. As of June 30, 2024, there were no borrowings outstanding under the Credit Facility. Our ability to refinance or replace our Credit Facility at or before maturity or do so on acceptable terms could have a material adverse effect on our ability 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 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;

•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.

Fluctuations in our quarterly results of operations may be due to a number of factors, some of which are not within our control, 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; and

•the impact of any future pandemics, epidemics or public health emergencies on the economy and healthcare industry.

Our quarterly results of operations may vary materially in the future and period-to-period comparisons of our results of operations may not be meaningful. 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, any adverse impacts on 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.

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.

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.

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 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 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.

None.

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 privacy and other 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.

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.

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.

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.

We have implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers, suppliers, and other vendors. We use a variety of inputs in such risk assessments, including information supplied by vendors and in some cases attestations from objective, reputable, and licensed assessors. Where appropriate, our contracts with vendors require agreement and adherence to commercially reasonable security, confidentiality, and privacy contractual terms. Vendors are subject to security risk assessments at the time of onboarding and are thereafter periodically monitored and reassessed depending on risk level and our cybersecurity practices and in light of evolving cybersecurity standards and legal and regulatory requirements.

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 "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.

The Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity and other information technology risks to the Audit and Compliance Committee. The Audit and Compliance Committee oversees the development, implementation, and effectiveness of our strategies to monitor, mitigate, and respond to cybersecurity risks, as well as our procedures, policies and resources for risk assessment and risk management. In this role, the Audit and Compliance Committee receives updates from management on these matters, including the results of risk assessments and audits and the progress of risk reduction initiatives, on a quarterly basis or more frequently as needed. In addition, management updates the Audit and Compliance Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser potential impact.

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.

Our Chief Information Security Officer, Chief Privacy Officer, and Vice President, Risk Management and Compliance work in collaboration as our Digital Risk Management (“DRM”) group and have primary responsibility for our digital risk and security program. These individuals have extensive experience in their roles at the Company and in prior roles at other companies in the areas of information technology and security, data protection and privacy, and risk management and compliance, respectively. The members of the DRM group, among other things, continuously review and evaluate our cybersecurity risks to: identify technical and business risks; assess the potential impacts of identified risks; develop mitigation strategies to control or reduce risk where needed; communicate to others to ensure that risk owners and stakeholders as well as executive leadership have visibility into identified risks; and monitor identified risks and applicable risk response efforts.

On a daily basis, 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.

As of the date of this report, we are not aware of any cybersecurity threats 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.

As of June 30, 2024, we occupy our Charlotte, North Carolina headquarters under a lease which expires in 2026 and includes options for us, at our discretion, to renew the lease for up to 15 years in total beyond that date. We also lease or sublease nine smaller facilities across six states, which includes our New York, New York office which we occupy under a lease which expires in 2026. 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.

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 GPOs, 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.

On March 4, 2022, a shareholder derivative complaint captioned City of Warren General Employees’ Retirement System v. Michael Alkire, et al., Case No. 2022-0207-JTL, purportedly brought on behalf of Premier, was filed in the Delaware Court of Chancery (the “Court”) against our current and former Chief Executive Officers and current and certain former directors. We were named as a nominal defendant in the complaint. The lawsuit alleged that the named officers and directors breached their fiduciary duties and committed corporate waste by approving agreements between Premier and certain of the former LPs that provided for accelerated payments as consideration for the early termination of the TRA with such LPs. The complaint asserted that the aggregate early termination payment amounts of $473.5 million exceeded the alleged value of the tax assets underlying the TRA by approximately $225.0 million.

The complaint sought unspecified damages, costs and expenses, including attorney fees, and declaratory and other equitable relief. Since the lawsuit was purportedly brought on behalf of Premier, and we were only a nominal defendant, the alleged damages were allegedly suffered by us. We and the individual defendants denied the allegations in the complaint. On February 16, 2024, the parties to the litigation entered into a settlement agreement, which was approved by the Court at a hearing on June 25, 2024. Pursuant to the settlement agreement, in consideration of a full and final release and discharge of claims in the complaint without any admission of fault, in July 2024 we received $71.0 million in cash from our directors’ and officers’ insurance carriers, which included a $14.0 million fee and expense award to the plaintiff’s counsel that reduced the amount of the net cash settlement retained by Premier to $57.0 million. Because the derivative complaint was brought on behalf of us and for our benefit, stockholders will not receive any direct payment of the cash settlement amount but will indirectly benefit from the settlement being paid by the insurance carriers to us.

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.

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 15, 2024, there were 100,187,927 shares of our Common Stock issued and outstanding, held by 85 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.

During fiscal year 2024, 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 September 15, 2023, December 15, 2023, March 15, 2024 and June 15, 2024.

On August 8, 2024, our Board of Directors declared a quarterly cash dividend of $0.21 per share, payable on September 15, 2024 to stockholders of record on September 1, 2024. 

The actual 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. We currently expect quarterly dividends to continue to be paid on or about December 15, March 15, June 15 and September 15, respectively.

All sales of unregistered securities during the fiscal year ended June 30, 2024 have been previously reported in filings with the SEC.

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.

No shares of Common Stock were repurchased during the three months ended June 30, 2024.

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, 2019, 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, in consultation with its independent consultant, selected the companies in our fiscal year 2024 Peer Group in April 2023. Our Compensation Committee will continue to review and reconfigure our Peer Group as it deems necessary in consultation with its independent consultant.

The Peer Group graph line consists of the following 13 companies: Amedisys, Inc., AMN Healthcare Services, Inc., ASGN Incorporated, Evolent Health, Inc., Dentsply Sirona, Inc., FTI Consulting Inc., Huron Consulting Group Inc., Omnicell Inc.,

Owens & Minor Inc., Patterson Companies, Inc., Pediatrix Medical Group Inc., R1 RCM Inc. and Veradigm Inc. Our fiscal year 2024 peer group was modified from our fiscal year 2023 peer group by adding Amedisys, inc. and Dentsply Sirona Inc. as part of the annual review of our peer group by the Compensation Committee to ensure that the size and composition of the peer group remains appropriate.

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.

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(a)Assumes $100 invested on June 30, 2019, including reinvestment of dividends for periods from 2019-2024. We began paying cash dividends in September 2020.

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.

Premier, Inc. (“Premier,” the “Company,” “we” or “our”) is a leading technology-driven healthcare improvement company, uniting an alliance of U.S. hospitals, health systems and other providers and organizations to transform healthcare. 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, third-party administrator services, access to our centers of excellence program, cost containment and wrap network 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 employer, payer and life sciences markets. We also provide some of the various products and services noted above to non-healthcare businesses.

We generated net revenue, net income and Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles (“Non-GAAP”)) for the periods presented as follows (in thousands):

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.

On February 5, 2024, we announced that our Board of Directors concluded its exploration of strategic alternatives which we originally reported in May 2023. As part of the strategic review process, the Board of Directors has 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 S2S Global, our direct sourcing subsidiary.

Additionally, on February 2, 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding Class A common stock (“Common Stock”). On February 5, 2024, under the share repurchase authorization, we entered into an accelerated share repurchase agreement (the “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. Final settlement of the accelerated share repurchase transaction pursuant to the ASR Agreement was completed on July 11, 2024. 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 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):

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, purchased services and direct sourcing activities.

Our Performance Services segment consists of three sub-brands: PINC AITM, 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; Contigo Health®, our direct-to-employer business which provides third-party administrator services and management of health benefit programs that enable healthcare providers that are also payers (e.g. payviders) and employers to contract directly with healthcare providers as well as partner with the healthcare providers to provide employers access to a specialized care network through Contigo Health’s centers of excellence program and cost containment and wrap network; and Remitra®, our digital invoicing and payables automation business which provides financial support services to healthcare suppliers and providers. Each sub-brand serves different markets but are all united in our vision to optimize provider performance and accelerate industry innovation for better, smarter healthcare. For additional information, please see “Performance Services” above.

Beginning in fiscal year 2025, our Remitra sub-brand will be reported as a component of our Supply Chain Services segment to align with our strategy and operations moving forward.

On October 13, 2022, we acquired, through our consolidated subsidiary, Contigo Health, certain assets and assumed certain liabilities of TRPN Direct Pay, Inc. and Devon Health, Inc. (collectively, “TRPN”) for an adjusted purchase price of $177.5 million. The assets acquired and liabilities assumed relate to businesses of TRPN focused on improving access to quality healthcare and reducing the cost of medical claims through pre-negotiated discounts with network providers, including acute care hospitals, surgery centers, physicians and other continuum of care providers in the U.S. Contigo Health also agreed to license proprietary cost containment technology of TRPN. TRPN has been integrated under Contigo Health and is reported as part of the Performance Services segment. See Note 3 - Business Acquisitions to the accompanying consolidated financial statements for further information.

On July 25, 2023, we sold substantially all of our non-healthcare GPO member contracts pursuant to an equity purchase agreement with OMNIA Partners, LLC (“OMNIA”) for a 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 our group purchasing contracts. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.

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 U.S. healthcare market as well as the broader U.S. 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.

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.

In addition to the trends in the U.S. healthcare market discussed above, the outbreak of the novel coronavirus (“COVID-19”) and the resulting global pandemic and the impact on the healthcare industry impacted our sales, operations and supply chains, our members and other customers and workforce and suppliers. While both the U.S. and the World Health Organization declared an end to the COVID-19 pandemic as a public health emergency in May 2023, we remain subject to the potential risks associated with any future pandemic, epidemic or other public health emergency, and the uncertain impacts those events could have on our business, results of operations, financial condition, cash flows and prospects of the trading price of our 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 U.S. 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 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 adverse impacts on our ability to access capital on acceptable terms as may be needed for our business. The impact of another pandemic, epidemic or public health emergency may also exacerbate many of the other risks described in “Item 1A. Risk Factors”. 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.

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.

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. 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 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.

Our most recent interim analysis as of March 31, 2024 consisted of a quantitative assessment of the Informatics and Technology Services (“ITS”) and Contigo Health reporting units and resulted in a pre-tax impairment charge of $140.1 million, including $16.5 million for goodwill within the Contigo Health reporting unit. As a result, the Contigo Health reporting unit’s goodwill was fully impaired. The interim analysis did not result in impairment within the ITS reporting unit. Our most recent annual impairment testing as of April 1, 2024 consisted of a qualitative assessment over all reporting units and did not result in impairment. We also performed a quantitative assessment on the ITS reporting unit and determined that goodwill was not impaired as the fair value exceeded the carrying value of the entity by 2.3%. Goodwill in the amount of $578.9 million is included in the ITS reporting unit. During the quantitative assessment, the fair value of the reporting unit was computed using a discounted cash flow analysis and market-based approach. The discounted cash flow model is 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. Our significant assumptions in the discounted cash flow model include, but are not limited to, a discount rate utilizing a weighted average cost of capital and the amount and timing of expected future cash flows utilizing revenue growth rates (including perpetual growth rate) and EBITDA margin percentages 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. Refer to Note 8 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further information on the impairment losses recognized in fiscal years 2024 and 2023.

We account 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 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 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.

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 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 pay 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.

Direct sourcing generates revenue primarily through products sold to our members, other customers or distributors. Revenue is recognized once control of products has been transferred to the customer and is recorded net of discounts and rebates offered to customers. Discounts and rebates are estimated based on contractual terms and historical trends.

We generate software licenses, other services and support revenue through Supply Chain Services and Performance Services.

GPO.    GPO revenue generating activities include revenue from technology solutions, including purchased services, and from suppliers through the members that participate in our performance groups.

Within Performance Services, which provides technology with wrap-around service offerings, revenue is generated through our three sub-brands: PINC AI, Contigo Health and Remitra. The main sources of revenue under PINC AI consists of subscriptions to our SaaS-based clinical intelligence, margin improvement and value-based care products, licensing revenue, professional fees for consulting services and other miscellaneous revenue including PINC AI data licenses, annual subscriptions to our performance improvement collaboratives, insurance services management fees and commissions from endorsed commercial insurance programs. Contigo Health’s main sources of revenue are third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees. Remitra’s main source of revenue is fees from healthcare suppliers and providers.

SaaS-based Products Subscriptions. SaaS-based clinical analytics 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. 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 our 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 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. Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting and cost savings 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, we 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, our 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 our customers.

•Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables 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 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.

Contigo Health revenue consists of third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees. Third-party administrator fees consist of integrated fees for the processing of self-insured healthcare plan claims. Revenue is recognized in the period in which the services have been provided. Fees from the centers of excellence program consist of administrative fees for access to a specialized care network of proven healthcare providers. Revenue is recognized in the period in which the services have been provided. Cost containment and wrap network fees consist of fees associated with the repricing of insurance claims. Revenue is estimated and recognized in the period in which the services have been provided.

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 three months to five years after the applicable contract execution date. On occasion, agreements may range up to ten 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.

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, net of capitalized labor. 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.

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.

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 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.

Net revenue consists of net administrative fees revenue, software licenses, other services and support revenue and products revenue.

Supply Chain Services revenue is comprised of:

•net administrative fees revenue which consists of gross administrative fees received from suppliers, reduced by the amount of revenue share paid to members;

•software licenses, other services and support revenue which consist of supply chain co-management and purchased services revenue; and

•products revenue which consists of inventory sales.

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, the number of members and other customers that purchase products through our direct sourcing activities, the continued impact of members’ and other customers’ elevated inventory levels on our direct sourcing business 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 year 2024, competitive pressure has resulted in increases in 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, 2024, we have renewed and extended members that represent approximately 50% of the gross administrative fees associated with the member agreements that were extended in 2020. In fiscal year 2025, we are targeting additional member agreements for renewal that would address a cumulative total of approximately 75% of the gross administrative fees associated with the member agreements extended in 2020. We expect to target the remaining associated member agreements for renewal in fiscal years 2026 and 2027. Also refer to “Impact of Inflation” within “Liquidity and Capital Resources” section of Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of inflation and its impact on our Supply Chain Services’ businesses.

Performance Services revenue is comprised of the following software licenses, 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, PINC AI data licenses, performance improvement collaborative and other service subscriptions and insurance services management fees and commissions from endorsed commercial insurance programs under our PINC AI technology and services platform;

•third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees for Contigo Health; and

•fees from healthcare suppliers and providers for Remitra.

Our Performance Services growth will depend upon the expansion to new and existing members and other customers, renewal of existing subscriptions to our SaaS and licensed software products and the shift from recurring subscription-based agreements to enterprise analytics licenses at a sufficient rate to offset the reductions in recurring SaaS-based revenue.

Cost of revenue consists of cost of services and software licenses revenue and cost of products 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, third-party administrator services and implementation services related to our SaaS and licensed software 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.

Cost of products revenue consists of purchase and logistics costs for direct sourced medical products and commodity products and is influenced by the manufacturing and transportation costs associated with direct sourced medical and commodity products. Refer to “Impact of Inflation” within “Liquidity and Capital Resources” section of Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of inflation and its impact on our business.

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 financial 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 5 - Fair Value Measurements and Note 8 - 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, net of capitalized labor, 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, 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, net, may also include, but is not limited to, realized and unrealized gains or losses on deferred compensation plan assets and gains or losses on the disposal of assets.

•Interest income is primarily related to interest earned on investments in 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 9 - Debt and Notes Payable and Note 10 - 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 Ameritech Ltd. (“Prestige”). As of March 3, 2023, our investment in FFF Enterprises, Inc. (“FFF”) was no longer accounted for under the equity method of accounting (see Note 4 - Investments to the accompanying consolidated financial statements for further information).

•Other income, net, also includes, but is not limited to, the fiscal year 2022 gain recognized due to the termination of the FFF Put Right and derecognition of the associated liability.

See Note 15 - Income Taxes to the accompanying consolidated financial statements for discussion of income tax expense.

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 4 - Investments to the accompanying consolidated financial statements for further information). At June 30, 2024, we recognized net loss attributable to non-controlling interests held by member health systems or their affiliates in the consolidated subsidiaries holding our equity method 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, 2024, 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.

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. Such items include certain strategic initiative and financial restructuring-related expenses. Non-operating items include gains or losses on the disposal of assets and interest and investment income or expense.

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.

We have revised the definitions for Adjusted EBITDA and Segment Adjusted EBITDA from the definitions reported in the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Annual Report”) to exclude the impact of equity earnings in unconsolidated affiliates.

For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definitions.

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, including certain strategic initiative and financial restructuring-related expenses, (iv) reflecting an adjustment for income tax expense on Non-GAAP net income before income taxes at our estimated annual effective income tax rate, adjusted for unusual or infrequent items and (v) excluding the equity in net income of unconsolidated affiliates. We define Adjusted Earnings Per Share as Adjusted Net Income divided by diluted weighted average shares (see Note 12 - Earnings Per Share to the accompanying consolidated financial statements for further information). We have revised the definition for Adjusted Net Income from the definition reported in the 2023 Annual Report to (1) remove the exclusion of the impact of adjustment of redeemable limited partners’ capital to redemption amount, (2) remove the impact of the exchange of all Class B common units for shares of Class A common stock for periods prior to our August 2020 Restructuring and the resulting elimination of non-controlling interest in Premier LP and (3) add the exclusion of equity earnings in unconsolidated affiliates. For comparability purposes, prior year Adjusted Net Income is presented based on the current definition.

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 and (ii) purchases of property and equipment. Free Cash Flow does not represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments.

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 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 that, when viewed in combination with our results prepared in accordance with GAAP, provides a more complete understanding of factors and trends affecting our business. 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 financial 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 (such as impairment of intangible assets, purchase accounting adjustments and stock-based compensation) and non-recurring items (such as strategic initiative and financial 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 and 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. Our Free Cash Flow assists our efforts to seek enhancement of stockholder value through acquisitions, partnerships, joint ventures, investments in related businesses and 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 financial restructuring-related expenses, gain or loss on FFF Put and Call Rights, 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.

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, 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 27% and 26% for the years ended June 30, 2024 and 2023, respectively. This increase primarily relates to the decrease in pre-tax book income and other permanent tax adjustments offset by an increase in research and development credits.

In addition to non-cash employee stock-based compensation expense, this item includes non-cash stock purchase plan expense of $0.6 million for both the years ended June 30, 2024 and 2023, respectively, (see Note 13 - Stock-Based Compensation to the accompanying consolidated financial statements for further information).

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 financial restructuring-related expenses include legal, accounting and other expenses related to strategic initiative and financial restructuring-related activities.

Impairment of assets relates to impairment of long-lived assets.

Other reconciling items include, but are not limited to, gains and losses on disposal of long-lived assets, imputed interest on non-interest bearing debt and any impact from non-controlling interest on adjustments to net (loss) income attributable to stockholders.

The following table presents our results of operations for the fiscal years presented (in thousands, except per share data):

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 2023 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”.

The following table provides certain Non-GAAP financial measures for the fiscal years presented (in thousands, except per share data).

nm = Not meaningful

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):

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(a)Other reconciling items, net is primarily attributable to dividend income.

(b)Other reconciling items, net is attributable to other miscellaneous expenses.

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):

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(a)Other reconciling items, net is primarily attributable to loss on disposal of long-lived assets, imputed interest on notes payable to former limited partners and the impact from non-controlling interest on adjustments to net income attributable to stockholders, including the portion of impairment of assets attributable to Contigo Health’s non-controlling interest.

(b)Reflects income tax expense at an estimated effective income tax rate of 27% and 26% of Non-GAAP adjusted net income before income taxes for the years ended June 30, 2024 and 2023, respectively.

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,
			2024						2023
Basic earnings per share attributable to stockholders			$	1.05					$	1.47
Income tax expense			0.38						0.63
Amortization of purchased intangible assets			0.42						0.41
Stock-based compensation			0.21						0.12
Acquisition- and disposition-related expenses			0.11						0.14
Strategic initiative and financial restructuring-related expenses			0.03						0.12
Equity in net loss (income) of unconsolidated affiliates			—						(0.14)
Gain on sale of investment in unconsolidated affiliates			(0.10)						—
Impairment of assets			1.23						0.48
Other reconciling items, net (a)			(0.08)						0.04
Impact of corporation taxes (b)			(0.88)						(0.85)
Impact of dilutive shares			(0.01)						(0.02)
Non-GAAP Adjusted Earnings Per Share			$	2.36					$	2.40

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(a)Other reconciling items, net is primarily attributable to loss on disposal of long-lived assets, imputed interest on notes payable to former limited partners and the impact from non-controlling interest on adjustments to net income attributable to stockholders, including the portion of impairment of assets attributable to Contigo Health’s non-controlling interest.

(b)Reflects income tax expense at an estimated effective income tax rate of 27% and 26% of Non-GAAP adjusted net income before income taxes for the years ended June 30, 2024 and 2023, respectively.

The variances in the material factors contributing to the changes in the consolidated results are discussed further in “Segment Results” below.

Net revenue increased by $10.3 million, or 1%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to a $24.2 million, or 6%, increase in Performance Services due to higher software license and consulting services revenue over the prior year, partially offset by a decrease of $13.7 million, or 2%, in Supply Chain Services, of which $30.9 million of the decline is related to products revenue. The Supply Chain Services revenue decrease was partially offset with increases of $9.8 million and $7.5 million in net administrative fees and software licenses, other services and support, respectively.

Cost of revenue increased by $18.5 million, or 4%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to an increase of $50.8 million in cost of services and software licenses revenue primarily due to higher personnel costs in both Supply Chain Services and Performance Services, partially offset by a decrease of $32.3 million in cost of products revenue.

Operating expenses increased by $105.8 million, or 16%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to an increase of $108.1 million in SG&A expenses driven by the Contigo Health goodwill, intangible and other long-lived assets impairment and higher fiscal year 2024 performance-related compensation expense compared to the prior year, partially offset by a decrease of $1.4 million in research and development.

Other income, net increased by $13.9 million during the year ended June 30, 2024 compared to the year ended June 30, 2023. The increase was primarily due to:

•increase of $15.8 million in interest income, net, in the current year due to interest earned from the investment of cash received from the sale of non-healthcare contracts in money market funds and lower outstanding loan balances in the current year compared to the prior year;

•current year gain of $11.0 million on the sale of investment in unconsolidated affiliate; and

•change in deferred compensation plan expense as a result of market changes.

These increases were partially offset by a decrease of $16.4 million in equity in net income of unconsolidated affiliates primarily due to the prior year change in classification of our investment in FFF from equity method, to cost, adjusted for impairment, plus or minus observable market changes as well as lower current year performance from our other equity method investments. In addition, as of March 3, 2023, FFF is no longer being accounted for under the equity method of accounting (see Note 4 - Investments to the accompanying consolidated financial statements for further information).

We recorded income tax expense of $43.1 million and $75.1 million for the years ended June 30, 2024 and 2023, respectively. The income tax expense resulted in effective tax rates of 29% and 30% for the years ended June 30, 2024 and 2023, respectively. The change in the effective tax rate is primarily attributable to a decrease in the remeasurement of the deferred tax asset due to apportionment and state law changes when compared to prior year (see Note 15 - Income Taxes to the accompanying consolidated financial statements for further information).

Net loss attributable to non-controlling interest increased by $12.7 million during the year ended June 30, 2024 compared to the year ended June 30, 2023, due to our consolidated subsidiaries with non-controlling interests incurring a larger net loss in the current year, primarily related to the aforementioned impairment loss on Contigo Health.

Adjusted EBITDA, a Non-GAAP financial measure as defined in “Our Use of Non-GAAP Financial Measures”, decreased by $37.9 million, or 8%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 driven by decreases of $16.7 million, $10.1 million and $11.0 million in Supply Chain Services, Performance Services and Corporate Adjusted EBITDA, respectively. These decreases were primarily due to higher personnel costs partially offset by increased software licenses, other services and support and net administrative fees revenue.

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):

Supply Chain Services segment revenue decreased by $13.7 million, or 2%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 driven by a decrease of $30.9 million in products revenue, which was partially offset by increases of $9.8 million and $7.5 million in net administrative fees and software licenses, other services and support revenue, respectively.

Net administrative fees revenue increased $9.8 million, or 2%, during the year ended June 30, 2024 compared to the year ended June 30, 2023, primarily driven by one-time contractual payments received from certain GPO members due to early termination in breach of their contracts and increased utilization and further penetration of our contracts by existing members. These increases in net administrative fees revenue were partially offset by an increase in the aggregate blended revenue 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 described above under “Net Revenue” within “Key Components of our Results of Operations” section of Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Products revenue decreased by $30.9 million, or 13%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily a result of lower demand and pricing for certain high-volume commodity products and exiting product categories with lower margin profiles.

Software licenses, other services and support revenue increased by $7.5 million, or 17%, during the year ended June 30, 2024 compared to the year ended June 30, 2023, primarily due to an increase in supply chain co-management fees driven by new agreements partially offset by a decrease in purchased services technology license and subscription revenue due to timing of license revenue in the prior year.

Supply Chain Services segment cost of revenue decreased by $1.8 million, or 1%, during the year ended June 30, 2024 compared to the year ended June 30, 2023, primarily attributable to the decrease in cost of products revenue of $32.3 million in relation to the aforementioned decrease in products revenue as well as lower product costs in the current year. The decreases in costs of products revenue were partially offset by an increase of $30.4 million in cost of services and software licenses revenue primarily due to an increase in personnel costs associated with headcount in direct support of new engagements within our supply chain co-management business.

Operating expenses increased by $6.4 million, or 3%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to an increase in SG&A expenses of $7.2 million. The increase in SG&A expenses was primarily due to a net increase in acquisition- and disposition-related expenses driven by the change in the fair value of the Acurity and Nexera earn-out liability, an increase in depreciation expense related to increased capitalized software in the current year and an increase in technology subscriptions. These increases were partially offset by a decrease in impairment of assets due to the prior year goodwill impairment in our Direct Sourcing reporting unit and a decrease in employee-related expenses (see Note 8 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further information).

Segment Adjusted EBITDA in the Supply Chain Services segment decreased by $16.7 million, or 3%,during the year ended June 30, 2024 compared to the year ended June 30, 2023, due to higher personnel costs associated with increased headcount primarily in support of growth in our supply chain co-management business and higher fiscal year 2024 performance-related compensation expense compared to the prior year partially offset by lower products cost in our direct sourcing business.

The following table presents our results of operations and Adjusted EBITDA in the Performance Services segment for the fiscal years presented (in thousands):

Net revenue in our Performance Services segment increased by $24.2 million, or 6%, during the year ended June 30, 2024 compared to the year ended June 30, 2023. The increase was primarily attributable to growth of $12.8 million in software licenses driven by an increase in enterprise analytics license revenue during the current year compared to the prior year, growth of $12.3 million in consulting services driven by new agreements entered into during the current year under our PINC AI platform as well as an increase of $7.1 million in other revenue driven by increases in Remitra revenue and other certain products under our PINC AI platform. These increases in net revenue were partially offset by a decrease of $8.0 million in SaaS-based products subscriptions revenue primarily due to the conversion of SaaS-based products to licensed-based products in recent periods and contract expirations that did not renew.

Cost of services and software licenses revenue in our Performance Services segment increased by $20.4 million, or 10%, during the year ended June 30, 2024 compared to the year ended June 30, 2023, primarily due to higher personnel costs including costs to support our Contigo Health business and to support growth in adjacent markets within the PINC AI platform, an increase in employee-related expenses including higher fiscal year 2024 performance-related compensation expense compared to the prior year and an increase in consulting services expenses. These increases were partially offset by a decrease in depreciation for assets related to cost of revenue.

Performance Services segment operating expenses increased by $86.7 million, or 35%, during the year ended June 30, 2024 compared to the year ended June 30, 2023. The increase was primarily due to the $85.7 million increase in impairments at Contigo Health (see Note 8 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further information), as well as higher employee-related expenses associated with higher fiscal year 2024 performance-related compensation expense compared to the prior year.

These increases were partially offset by a decrease in acquisition- and disposition-related expenses primarily related to the prior year TRPN acquisition and the lower than anticipated payout of an earn-out liability.

Segment Adjusted EBITDA in the Performance Services segment decreased by $10.1 million, or 8%, during the year ended June 30, 2024 compared to the year ended June 30, 2023, primarily due to the aforementioned increases in cost of revenue and operating expenses partially offset by the aforementioned increase in net revenue.

The following table summarizes corporate expenses and Adjusted EBITDA for the fiscal years presented (in thousands):

Corporate operating expenses increased by $12.9 million, or 8%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to an increase in stock-based compensation expense as a result of lower achievement of performance share awards in the prior year, higher employee-related expenses including higher fiscal year 2024 performance-related compensation expense compared to the prior year and an increase in deferred compensation plan income due to market changes. These increases were partially offset by a decrease in professional fees related to strategic initiative and financial restructuring-related expenses.

Adjusted EBITDA decreased by $11.0 million, or 9%, during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to the aforementioned increases in employee-related expenses.

A discussion of changes in our results of operations from fiscal year 2022 to fiscal year 2023 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, 2023, filed with the SEC on August 22, 2023, which is available free of charge on the SEC’s website at www.sec.gov and our website at http://investors.premierinc.com.

As of June 30, 2024, we did not have any off-balance sheet arrangements.

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 9 - 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, 2024 and 2023, we had cash and cash equivalents of $125.1 million and $89.8 million, respectively.

As of June 30, 2024, we had no outstanding borrowings under our Credit Facility. At June 30, 2023 we had $215.0 million of outstanding borrowings under our Credit Facility. During the year ended June 30, 2024, we had no new borrowings and repaid $215.0 million of 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, including notes payable to former limited partners (“LP”), 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 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.

On August 8, 2024, our Board of Directors declared a cash dividend of $0.21 per share, payable on September 15, 2024 to stockholders of record on September 1, 2024.

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. As of June 30, 2024, we have received cash of $681.4 million including the closing payment and payments out of escrow based on post-closing adjustments. The final cash payment of $42.4 million was paid out of escrow in July 2024. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.

A summary of net cash flows follows (in thousands):

Net cash provided by operating activities decreased by $148.0 million for the year ended June 30, 2024 compared to the year ended June 30, 2023. The decrease was primarily due to an increase of $162.3 million of cash paid for income taxes in the current year on proceeds received from the sale of non-healthcare GPO member contracts and associated future revenues to OMNIA, an increase of $64.0 million in cash paid for costs directly related to revenue-generating activities including and primarily due to employee-related expenses associated with increased headcount to support both our Supply Chain Services and Performance Services segments and an increase in miscellaneous expenses, including income taxes paid from business operations. These decreases to cash were partially offset by a decrease of cash paid for operating expenses of $59.8 million primarily due to a decrease in performance-related compensation relating to the prior fiscal year performance that was paid during the year and an increase of $21.6 million in cash receipts due to higher collections during the current period.

Net cash used in investing activities decreased by $205.2 million for the year ended June 30, 2024 compared to the year ended June 30, 2023. The decrease in net cash used in investing activities was primarily due to the cash outlay of $177.5 million for the TRPN acquisition in the prior year and cash received of $12.8 million in the current year for the sale of an investment in an unconsolidated affiliate. The decrease was partially offset by a net increase in purchases of property and equipment.

Net cash used in financing activities increased by $25.5 million for the year ended June 30, 2024 compared to the year ended June 30, 2023. The increase in net cash used in financing activities was primarily driven by the $400.0 million paid as part of the ASR Agreement to repurchase our Common Stock and a decrease of $280.0 million in net borrowings under our Credit Facility. These uses of cash were partially offset by net proceeds from the sale of future revenues of $649.9 million in the current year (see Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information) as well as a decrease in cash dividends paid of $5.0 million as a result of the impact of the ASR Agreement.

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 and (ii) purchases of property and equipment. Non-GAAP Free Cash Flow does not 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):

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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, 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. During the year ended June 30, 2023, we paid $102.7 million to members including imputed interest of $4.9 million which is included in net cash provided by operating activities. See Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements for further information.

Non-GAAP Free Cash Flow decreased by $148.7 million for the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to the aforementioned $148.0 million decrease in net cash provided by operating activities, which was driven by cash taxes paid on OMNIA proceeds of $162.3 million.

See “Our Use of Non-GAAP Financial Measures” above for additional information regarding our use of Non-GAAP Free Cash Flow.

The following table presents our contractual obligations as of June 30, 2024 (in thousands):

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(a)Notes payable to former limited partners represent the amount of the expected payment to be made to each former limited partner pursuant to the early termination provisions of the TRA (each such amount an “Early Termination Payment”). See Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements for more information.

(b)Other notes payable are non-interest bearing and generally have stated maturities of three to five years from the date of issuance. See Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements for more information.

(c)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.

Outstanding borrowings under the Credit Facility (as defined in Note 9 - 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, 2024, the commitment fee was 0.125%.

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, 2024. 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, 2024, we had no outstanding borrowings under the Credit Facility with $995.0 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 10.24 to this Annual Report. See also Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements.

At June 30, 2024, $102.7 million remains to be paid without interest in four equal quarterly installments to former limited partners that elected to execute Unit Exchange Agreements ending in the quarter ended June 30, 2025. See Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements for further information.

At June 30, 2024, we had commitments of $1.0 million for other obligations under notes payable. Other notes payable have stated maturities between three to five years from the date of issuance and are non-interest bearing. See Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements for further information.

At June 30, 2024, we have non-recourse commitments of $651.2 million, net of imputed interest of $14.2 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, without interest, in monthly payments from net administrative fees received in connection with the sold contracts commencing during the first quarter of fiscal year 2024 and continuing for at least 10 years.

See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.

In each of September 15, 2023, December 15, 2023, March 15, 2024 and June 15, 2024, we paid a cash dividend of $0.21 per share on outstanding shares of our Common Stock. On August 8, 2024, our Board of Directors declared a cash dividend of $0.21 per share, payable on September 15, 2024 to stockholders of record on September 1, 2024.

We currently expect quarterly dividends to continue to be paid on or about December 15, March 15, June 15 and September 15, respectively. However, the actual 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.

On February 2, 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding Common Stock. On February 5, 2024, under the share repurchase authorization, we entered into the ASR Agreement with Bank of America to repurchase an aggregate of $400.0 million of shares of our Common Stock. Under the terms of the ASR Agreement, we made a payment of $400.0 million to Bank of America and on February 8 and 9, 2024, received initial deliveries of 15.0 million shares of our Common Stock (and then retired), or $320.0 million, based on the closing price on February 7, 2024 of $21.29 per share. On July 11, 2024, as final settlement of the accelerated share repurchase transaction under the ASR Agreement, we received from Bank of America (and then retired) an additional 4.8 million shares of our Common Stock. In total, we repurchased 19.9 million shares of our Common Stock at an average price of $20.12 per share under the ASR Agreement, which represents the volume-weighted average share price of our Common Stock during the term of the ASR Agreement less a price adjustment.

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 and global supply-chain disruption.

We continue to monitor the impacts of the 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” as well as “Market and Industry Trends and Outlook” within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report for further discussion.

The outbreak of the novel coronavirus COVID-19 and the resulting global pandemic and the impact on the healthcare industry impacted our sales, operations and supply chains, our members and other customers and workforce and suppliers. While both the U.S. and the World Health Organization declared an end to the COVID-19 pandemic as a public health emergency in May 2023, we remain subject to the potential risks associated with any future pandemic, epidemic or other public health emergency, and the uncertain impacts those events could have on our business, results of operations, financial condition, cash flows and the prospects of the trading price of our Common Stock.

Refer to “Item 1A. Risk Factors” for further discussion of the material risks we face.

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 debt instruments. At June 30, 2024, we had no outstanding borrowings under our Credit Facility.

We 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.

Substantially all of our financial transactions are conducted in U.S. dollars. We do not have significant foreign operations and, accordingly, do not believe we have market risk associated with foreign currencies.

Our consolidated financial statements and related notes are filed together with this Annual Report. See the index to financial statements under Item 15(a) for a list of financial statements filed with this report, and under this item.

We have audited the accompanying consolidated balance sheets of Premier, Inc. (the Company) as of June 30, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, 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, 2024, 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 20, 2024 expressed an unqualified opinion thereon.

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.

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.

We have served as the Company’s auditor since 1991.

We have audited Premier, Inc.’s internal control over financial reporting as of June 30, 2024, 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, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the June 30, 2024 consolidated financial statements of the Company and our report dated August 20, 2024 expressed an unqualified opinion thereon.

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.

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.