8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 15, 2024

Premier, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36092	35-2477140
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13034 Ballantyne Corporate Place

Charlotte, NC 28277

(Address of principal executive offices) (Zip Code)

(704) 357-0022

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value	PINC	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Retirement of Craig McKasson as Chief Administrative and Financial Officer

Premier, Inc. (the “Company”) is reporting that Craig McKasson, the Company’s Chief Administrative and Financial Officer (and also its principal financial officer) informed the Board of Directors of the Company (the “Board”) on August 15, 2024, that he will step down from his role as the Company’s Chief Administrative and Financial Officer effective November 11, 2024, and will retire from the Company effective December 31, 2024. Mr. McKasson will be retiring after more than 27 years with the Company to pursue personal interests and not due to a disagreement with the Company’s management or Board.

From November 11, 2024, through his December 31, 2024, retirement date, Mr. McKasson will remain employed by the Company as an Executive Advisor and will assist with the transition of his responsibilities to his successor and provide other services as needed. Also, Mr. McKasson is expected to serve as a consultant to the Company following his retirement to continue supporting the Company. In connection with Mr. McKasson’s planned transition, the Company and Mr. McKasson have entered into the following agreements as approved by the Board on August 15, 2024, upon the recommendation of its Compensation Committee: a First Amendment to Senior Executive Employment Agreement dated August 15, 2024, and to be effective November 11, 2024 (the “McKasson Employment Agreement Amendment”), amending the existing Senior Executive Employment Agreement between the Company and Mr. McKasson entered into September 13, 2013 (the “Existing McKasson Employment Agreement”); and a new Master Consulting Services Agreement dated August 15, 2024, and to be effective January 1, 2025 (the “McKasson Consulting Agreement”). Pursuant to the McKasson Employment Agreement Amendment and the McKasson Consulting Agreement:

• Mr. McKasson will serve as Executive Advisor from November 11, 2024, through December 31, 2024, at his current annual base salary; and he will be entitled to a prorated portion of his payout under the Company’s fiscal year 2025 annual incentive plan (the “AIP”) based on his employment through his December 31, 2024, retirement date pursuant to existing retirement provisions in that plan;

• Mr. McKasson will provide twenty-four (24) months of consulting services following his December 31, 2024, retirement to support the Company’s business, strategic objectives, and other matters as reasonably requested by the Company, including up to 40 hours of services per month during the first twelve (12) months in exchange for a fixed rate of $30,000 per month, and up to ten (10) hours of services per month during the second twelve (12) months at a fixed rate of $5,708 per month (the period during which Mr. McKasson provides consulting services being the “Consulting Period”);

• Mr. McKasson’s service during the Consulting Period will be treated as continued service for purposes of his holding, and vesting of, any equity awards that are outstanding and held by Mr. McKasson on the date of his retirement, and accordingly will receive similar treatment as other equity holders regarding such equity awards in the event of a change in control of the Company during the Consulting Period; and

• Mr. McKasson will continue to have access to coverage under the Company’s health insurance plans during the Consulting Period subject to any limitations in those plans.

Except as described herein, no other material terms of the Existing McKasson Employment Agreement were amended.

The foregoing is a summary description of the terms and conditions of the McKasson Employment Agreement Amendment and McKasson Consulting Agreement and is qualified in its entirety by reference to the McKasson Employment Agreement Amendment and McKasson Consulting Agreement, copies of which are filed as Exhibit 10.1 and 10.2 to this report and incorporated herein by reference.

Appointment of Glenn Coleman as Chief Administrative and Financial Officer

The Company is also reporting that the Board has appointed Glenn Coleman to serve as the successor to Mr. McKasson as the Company’s Chief Administrative and Financial Officer and principal financial officer effective November 11, 2024. In connection with Mr. Coleman’s appointment, and pursuant to an offer letter dated August 15, 2024, the Company and Mr. Coleman entered into the following agreements as approved by the Board on August 15, 2024, based on the recommendation

of its Compensation Committee: an Executive Employment and Restrictive Covenant Agreement dated August 15, 2024, and to be effective November 11, 2024 (the “Coleman Employment Agreement”); and a Signing Bonus Agreement dated August 15, 2024 (the “Coleman Bonus Agreement” and, together with the Coleman Employment Agreement, the “Coleman New Hire Agreements”).

The Coleman New Hire Agreements provide for the following compensation and benefits to Mr. Coleman upon the commencement of his employment:

• Sign-on compensation including (i) a sign-on bonus of $800,000, consisting of an initial installment of $400,000 to be paid after commencement of employment and a second installment of $400,000 to be paid on or after March 31, 2025, subject to his continued employment and an obligation to repay the bonus if his employment terminates other than Termination Without Cause (as defined in the Coleman Employment Agreement) within 18 months, and (ii) a new hire grant of equity awards under the Company’s 2023 Equity Incentive Plan (the “EIP”) with an aggregate grant date value of $3,600,000 and consisting of performance-based restricted stock unit awards (“PSAs”) (weighted 25%) and time-based restricted stock unit awards (“RSUs”) (weighted 75%);

• An annual base salary of $700,000;

• An AIP target award of 125% of his base salary, to be prorated for the Company’s 2025 fiscal year based on his employment start date;

• Eligibility for an annual equity award target of 390% of his base salary under the EIP, including an initial modified equity award under the EIP for the Company’s 2025 fiscal year with an aggregate grant date value of $2,047,500 and consisting of PSAs (weighted 70%) and RSUs (weighted 30%); and

• Entitlement to severance pay in the event of Termination Without Cause (as defined in the Coleman Employment Agreement), paid over time as salary continuation over twelve months following termination, in a total amount equal to his then-current base salary plus his then-current AIP target award, subject to his compliance with certain conditions specified in the Coleman Employment Agreement.

The foregoing is a summary description of the terms and conditions of the Coleman New Hire Agreements and is qualified in its entirety by reference to the Coleman New Hire Agreements, copies of which are filed as Exhibits 10.3 and 10.4 to this report and incorporated herein by reference.

Mr. Coleman, age 56, is currently the Executive Vice President and Chief Financial Officer of Dentsply Sirona Inc. Prior to joining Dentsply Sirona in September 2022, Mr. Coleman served as the Executive Vice President and Chief Operating Officer of Integra LifeSciences Holdings Corporation from June 2019 until September 2022. From May 2014 until June 2019, Mr. Coleman acted as Integra’s Corporate Vice President and Chief Financial Officer. Prior to joining Integra, Mr. Coleman spent 25 years in financial management positions with leading global businesses, including serving as vice president for finance and corporate controller at Curtiss-Wright Corporation. Mr. Coleman also worked at Alcatel Lucent in various finance executive leadership positions. Mr. Coleman began his career at PricewaterhouseCoopers LLP. Mr. Coleman received his B.S. degree from Montclair State University and has also been a CPA in New Jersey for more than 30 years.

There are no family relationships between any of the Company’s directors or officers and Mr. Coleman that are required to be disclosed under Item 401(d) of Regulation S-K. There are no other arrangements or understandings between Mr. Coleman and any other person pursuant to which Mr. Coleman was appointed as Chief Administrative and Financial Officer. Mr. Coleman has not entered into any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K.

Appointment of Crystal Climer as the Company’s Principal Accounting Officer

The Company is also reporting that, effective as of August 15, 2024, and in connection with Mr. McKasson’s notice of his retirement, Crystal Climer, currently the Company’s Chief Accounting Officer and one of its executive officers, has become the Company’s principal accounting officer to succeed Mr. McKasson in that role.

Ms. Climer’s full biographical information is provided in the “Executive Officers” section of the Company’s 2023 Proxy Statement, and such disclosure regarding Ms. Climer is incorporated herein by reference. There are no family relationships between any of the Company’s directors or officers and Ms. Climer that are required to be disclosed under Item 401(d) of Regulation S-K. There are no other arrangements or understandings between Ms. Climer and any other person pursuant to which Ms. Climer was appointed as the Company’s principal accounting officer. Ms. Climer has not entered into any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On August 20, 2024, the Company issued a press release announcing the management changes described in Item 5.02 of this report. A copy of the press release covering such announcement is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.	Description
10.1	First Amendment to Senior Executive Employment Agreement dated August 15, 2024 between Premier Healthcare Solutions, Inc. and Craig McKasson.
10.2	Master Consulting Services Agreement dated August 15, 2024 between Premier Healthcare Solutions, Inc. and Craig McKasson.
10.3	Executive Employment and Restrictive Covenant Agreement dated August 15, 2024 between Premier Healthcare Solutions, Inc. and Glenn Coleman.
10.4	Signing Bonus Agreement dated August 15, 2024, between Premier Healthcare Solutions, Inc. and Glenn Coleman.
99.1	Press release of Premier, Inc. dated August 20, 2024.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Premier, Inc.
	By:	/s/ Michael J. Alkire
	Name:	Michael J. Alkire
	Title:	President and Chief Executive Officer
Date: August 20, 2024

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to Senior Executive Employment Agreement (the “Amendment”) is entered into effective as of November 11, 2024 (the “Amendment Effective Date”) by and between Premier Healthcare Solutions, Inc. (“Premier” or the “Company”) and Craig McKasson (“Executive”). Premier and Executive shall be referred to herein sometimes individually as “Party” and collectively as “Parties”. All capitalized terms not otherwise defined in this Amendment shall have the meaning given to such terms in the Senior Executive Employment Agreement fully executed as of September 13, 2013 previously entered into between the Parties (the “Agreement”).

Recitals

WHEREAS, Executive has provided written notice to the Chief Executive Officer and the Board of Directors of his intention to retire from Premier on December 31, 2024, and to resign from his position as Chief Administrative and Financial Officer effective November 11, 2024;

WHEREAS, the Board desires to modify Executive’s title and duties during the remainder of his employment with the Company;

WHEREAS, the Board desires to extend certain benefits to Executive during retirement;

WHEREAS, the Board desires to retain Executive’s consulting services differently than originally provided for in Section 6 of the Agreement;

NOW THEREFORE, for good and valuable consideration by both Parties, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 I. Section 2: Duties. Section 2 of the Agreement is hereby amended and replaced in its entirety as follows:

2. Duties. Effective November 11, 2024, Executive shall resign his position as Chief Administrative and Financial Officer of Premier and Premier, Inc. During the Advisory Term (as defined in Section 3), Executive shall be employed as Executive Advisor to the Company. Specifically, during the Advisory Term (as defined below), Executive shall:

a. Perform the duties and exercise the powers and functions that from time to time may be reasonably assigned or vested in him by the Company’s CEO in relation to (1) Premier and its Related Companies; and/or (2) Premier’s partner hospitals, members and other affiliated health care organizations (collectively, Premier’s “Affiliates”), reporting directly to the Company’s CEO;

b. Faithfully and loyally serve Premier and its Related Companies to the best of his ability and use his utmost endeavors to promote their interests in all respects, including but not limited to refraining from any attempt to usurp Premier or its Related Companies’ corporate benefits or opportunities for Executive’s personal gain;

c. Adhere faithfully to all applicable professional ethics and business practices, including but not limited to Premier and is Related Companies’ Code of Conduct and Conflict of Interest Policies;

d. Be fully and readily available to work on and perform his duties consistent with his position as Executive Advisor to the Company as assigned from time to time (other than at times involving approved vacation, leave or disability); and

e. Assist in succession and transition efforts for Executive’s former position as Chief Administrative and Financial Officer.

Except as specifically authorized in advance by the Company CEO in writing, during the Employment Term, Executive shall work full-time and exclusively for Premier and its Related Companies and shall not be engaged as an employee, consultant or otherwise in any other business or commercial activity pursued for gain, profit or other pecuniary advantage, either on a full-time or part-time basis. Nonetheless, this Agreement shall not be construed as prohibiting Executive during the Employment Term from: (1) with the advance written consent of the Board, serving as a member of a board of directors of a public or private corporation or other entity; (2) participating in charitable or non-profit activities or serving on the board of directors of any charitable or non-profit organization; (3) serving as a director, officer or committee member of or in equivalent positions with Premier’s Related Companies and/or any Affiliate during the Employment Term, for which Executive shall not receive any additional compensation except as otherwise provided in Section 4; and (4) making or managing personal investments in such form or manner as will neither require his services in the operation or affairs of the companies or enterprises in which such investments are made nor violate the terms of Sections 2.b.-2.d. and 7-14 hereof. The Parties, however, agree that such activities must not singly or in the aggregate prevent, unduly limit or materially interfere with Executive’s ability to perform the duties and responsibilities to Premier under this Agreement.

II. Section 3: Term. Section 3 of the Agreement is hereby amended and replaced in its entirety as follows:

3. Term. Unless sooner terminated as provided in Section 15, the Parties agree that Executive shall be employed by the Company from the Amendment Effective Date through December 31, 2024 (the “Advisory Term”). Upon the conclusion of the Advisory Term, Executive’s employment with the Company shall terminate, without any subsequent renewal. Executive’s total term of employment with Premier is collectively defined and referred to as the “Employment Term.” Executive acknowledges that the termination of his employment on December 31, 2024 is a resignation and that neither the termination of his employment or any of the amended terms in this Amendment entitle him to severance under the Agreement or any other plan or practice. Consistent with the terms and conditions of the Premier, Inc. Annual Incentive Compensation Plan, the termination of Executive’s employment at the conclusion of the Advisory Term qualifies for a prorated AIP payment for fiscal year 2025.

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III. Section 6: Consulting Period. Section 6 of the Agreement is hereby amended and replaced in its entirety as follows:

6. Consulting Period.

a. Consulting Period. Following Executive’s separation from employment from Premier for any reason except death, at the discretion of the Company, Executive agrees to enter into a consulting agreement with the Company and to provide consulting services to Premier for a period of twenty-four (24) months following such separation from employment, unless earlier terminated pursuant to the terms of the applicable consulting agreement. The period Executive provides such consulting services shall be referred to as the “Consulting Period.” Executive shall be available during the Consulting Period to provide advice to Premier regarding its operations, management, member relationships, and strategic objectives, as Premier may reasonably request (the “Services”); provided, however, that (i) during the Initial Consulting Term (as defined below) Executive shall not be required (but may agree) to perform more than forty (40) hours of Services per month for Premier; and (ii) during the Secondary Consulting Term (as defined below), Executive shall not be required to perform more than ten (10) hours of Services per month for Premier..

b. Consulting Fee. Premier shall pay Executive a reasonable consulting fee on a monthly basis at the fixed rate of $30,000.00 per month during the first twelve (12) months of the Consulting Period (the “Initial Consulting Term”). During the second twelve (12) months of the Consulting Period (the “Secondary Consulting Term”), Premier shall pay Executive a reasonable consultive fee at a rate of $5,708.33 per month. The consulting fees payable to Executive pursuant to this section shall be referred to as the “Consulting Fee.”

c. Expenses and Payment. Executive shall be promptly reimbursed for any expenses reasonably incurred by Executive in the performance of the services set forth in this Section 6. Consistent with the terms of any consulting agreement with Executive, the first Consulting Fee shall be paid on the sixtieth (60^th) day following the effective date of Executive’s applicable separation from employment with Premier and will include any Consulting Fee payments for the period from the end of Executive’s employment with Premier through the first Consulting Fee payment date. In addition, the Parties agree that despite the limited consulting obligations outlined in this Section 6, nothing in this Section should be interpreted or implemented in such a way that is otherwise inconsistent with Executive’s overall separation from service with Premier pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

d. Continued Health Benefits. During the Consulting Period, the Company will allow Executive access to health insurance under its health plan, subject to any limitations in the applicable plan. Executive shall pay the same portion of premiums as paid as of his last day of employment with the Company. The Company may determine the appropriate tax treatment of premiums paid by the Company during the Consulting Period.

e. Equity Treatment. Pursuant to the approval of the Compensation Committee of the Board, Executive’s outstanding, unvested restricted stock units (“RSUs”) are deemed to continue to vest according to their applicable vesting schedule during the Consulting Period as though Executive were still actively employed by the Company. Further, pursuant to the approval of the Compensation Committee of the Board,

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Executive shall be treated as though his service with the Company continues throughout the Consulting Period for purposes of any outstanding performance share awards (“PSAs”). For both RSUs and PSAs, Executive shall receive treatment as a “Good Leaver” upon the conclusion of the Consulting Period, and in the event of a Change in Control during the Consulting Period, shall receive similar treatment as other equity holders regarding such equity awards.

IV. Complete Agreement. Except as provided herein, all terms and conditions of the Agreement shall remain unchanged and in full force and effect and are expressly incorporated by reference in this Amendment. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment will prevail.

SIGNATURE PAGE TO FOLLOW

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SIGNATURE PAGE

IN TESTIMONY THEREOF, the Board of Directors of Premier, Inc. have approved this Amendment and caused this instrument to be executed by the General Counsel of Premier Healthcare Solutions, Inc. on behalf and in the interests of Premier Healthcare Solutions, Inc., Premier, Inc. and their Related Companies, all by motion and resolution of the Board, and Craig McKasson has accepted this Amendment and has hereunto set his hand and seal, as of the dates set forth below.

Date: 8/15/2024	/s/ Craig McKasson
	Craig McKasson
	PREMIER HEALTHCARE SOLUTIONS, INC.
	By:	/s/ Michael J. Alkire
Date: 8/15/2024	Title: Chief Executive Officer
	PREMIER, INC.
	By:	/s/ Michael J. Alkire
Date: 8/15/2024	Title: Chief Executive Officer
	Joining this Agreement as a Party solely as a guarantor of Premier Healthcare Solutions, Inc.’s financial obligations hereunder

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EX-10.2

Exhibit 10.2

MASTER CONSULTING SERVICES AGREEMENT

This Master Consulting Services Agreement (the “Agreement”) is entered into as of the 15^th day of August 2024 by and between Premier Healthcare Solutions, Inc. (“Premier”) and Craig McKasson (“Consultant”), (hereinafter collectively referred to as the “Parties” and each individually a “Party”).

WHEREAS, the Parties wish to enter into an agreement whereby Consultant will provide Services as stated in the attached Statement of Work (as defined below).

NOW THEREFORE, for and in consideration of the premises, mutual covenants and promises contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. SERVICES & DELIVERABLES

1.1. Services. Consultant, pursuant to the provisions of this Agreement and the attached Statement of Work, is retained by Premier to perform certain consulting services described in such Statement(s) of Work (collectively, the “Services”). “Statement of Work” means one or more documents that (i) describe the Services, (ii) are or will be attached to this Agreement or that specifically reference this Agreement, and (iii) are entered into by Consultant and Premier, which shall be incorporated herein by this reference. Consultant shall document such Services in a form reasonably satisfactory to Premier.

1.2. Deliverables. Consultant shall submit to Premier any deliverables or results of Consultant’s work under this Agreement and the applicable Statement(s) of Work (“Deliverables”), which shall include, without limitation, any and all documentation of work performed under this Agreement and such Statement of Work upon request and in a timely manner. Consultant agrees to provide the Services under this Agreement and the applicable Statement of Work to Premier in accordance with the general instructions of Premier.

2. STANDARDS OF PERFORMANCE & WARRANTIES

2.1. Standards of Performance. Consultant’s performance under this Agreement shall be conducted with due diligence and in full compliance with the highest professional standards of practice in the industry. Consultant shall comply with all applicable laws and safety rules in the course of performing the Services.

2.2. Warranties. Consultant warrants that the Services and Deliverables to be provided under each Statement of Work shall be (a) performed in a diligent, professional and workmanlike manner, (b) performed in accordance with prevailing standards in the industry; and (c) performed in compliance with all applicable laws, regulations and rules.

3. FEES AND COMPENSATION

3.1. Consulting Fees. In consideration for the satisfactory performance of any and all Services hereunder and under each Statement of Work, as applicable, Consultant shall be compensated as set forth in the applicable Statement of Work.

3.2. Expenses of Consultant. Consultant shall be reimbursed for expenses reasonably incurred in rendering Services under this Agreement and each Statement of Work. Consultant must provide documentation of expenses to qualify for reimbursement.

3.3. Invoices. Payment of Consultant’s first Consulting Fee payment shall be made on the sixtieth (60^th) day following the Effective Date of this Agreement. The remaining Consultant fees and reimbursement of reasonable expenses incurred will be made thirty (30) days after receipt by Premier of an undisputed invoice from Consultant. Invoices that include authorized expenses must be itemized and substantiated by appropriate receipts prior to payment. All invoices should be submitted to Premier as specified in the applicable Statement of Work.

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4. TERM AND TERMINATION

4.1. Term. The term of this Agreement shall commence on the January 1, 2025 (hereinafter the “Effective Date”) and terminate on December 31, 2026, unless otherwise mutually modified in writing between Consultant and Premier, or terminated for cause, as set forth below (the “Term”).

4.2. For Cause Termination. Premier reserves the right to terminate this Agreement and any Statement of Work immediately for cause in the event of: (a) any act of dishonesty, fraud or gross neglect of assigned consulting duties by Consultant in connection with Consultant’s engagement by Premier or against any affiliated organization; (b) Consultant’s breach or threatened breach of Articles 5, 6, 7, or 11 of this Agreement; and/or (c) a material breach by Consultant of any of the other terms and conditions of this Agreement or any Statement of Work. In addition, Premier and Consultant agree that this Agreement and all Statements of Work shall automatically terminate and end without further action in the event of Consultant’s death or Consultant’s assignment or attempted assignment of this Agreement or any Statement of Work. In the event that Premier exercises this right to terminate for cause, all work by Consultant shall cease immediately upon receipt of notification of termination, all Company Materials (as defined below), Confidential Information (as defined below), Deliverables and property of Premier shall be returned to Premier immediately, and a billing for Services under the applicable Statement of Work up to the date of termination shall be submitted within a reasonable time. Consultant reserves the right to terminate this Agreement in event of Premier’s breach of a material provision of this Agreement with thirty (30) calendar days prior written notice and if such breach is not cured within such thirty (30) calendar day period.

4.3. Post-Termination. After termination, no rights or liabilities shall arise out of this relationship except those provisions which survive termination as stated in Section 13.6.

5. COMPLIANCE MATTERS

5.1. Representations. Each party represents and warrants to the other that (a) such entity is qualified to do business in the jurisdiction in which the Services are being provided and has all required licenses to conduct the Services; (b) all necessary partnership or corporate approvals, if any, have been obtained to authorize the execution, delivery and performance of this Agreement; (c) the execution, delivery and performance of this Agreement will not result in a breach or default under any other agreement to which such party is a party or contravene any organizational documents, laws, orders, statutes or regulations applicable to such party or its assets; and (d) this Agreement, upon the execution and delivery thereof by such party, is the valid and legally binding obligation of such party enforceable in accordance with its terms.

5.2. HIPAA. In the performance of and in connection with all Services hereunder, Consultant shall comply with all applicable laws and regulations, whether federal, state or local. Further, Consultant, Premier and Premier Customers (as defined below) are obligated to meet the requirements of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (the “Act”), the privacy standards adopted by the U.S. Department of Health and Human Services (“HHS”) as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E (the “Privacy Rule”), the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (the “Security Rule”), and the Privacy provisions (Subtitle D) of the Health Information Technology for Economic Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, and its implementing regulations (the “HITECH Act”), due to their status as a “Covered Entity” or a “Business Associate” under the Act. The Act, the Privacy Rule, the Security Rule, and the HITECH Act are collectively referred to as “HIPAA” for the purposes of this Agreement. Where applicable, Consultant agrees to comply with HIPAA, as well as such additional commitments related to HIPAA and Consultant’s performance of Services as may be communicated by Premier.

5.3. Compliance Terms. Consultant represents, warrants, and certifies he is not (i) ineligible to provide any services related to a Federal or State Health Care Program by reason of exclusion, debarment, suspension, or sanction, (ii) convicted of any felony or misdemeanor offense, (iii) subject to embargo under U.S. law, or (iv) identified on any sanctions or trade restrictions list maintained by the Office of Foreign Assets Control. If Consultant becomes subject to sanction, penalty, embargo, or exclusion as outlined in (i)-(iv), he will provide notice to Premier

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immediately in accordance with the notice provisions of this Agreement. In such event, Premier shall have the right to terminate this Agreement immediately and, notwithstanding anything contained in this Agreement to the contrary, without penalty of any kind. For the purpose of this Section, the term “Federal or State Health Care Program” means the Medicare program, the Medicaid program, TRICARE, any health care program of the Department of Veterans Affairs, the Maternal and Child Health Services Block Grant program, any state social services block grant program, any state children’s health insurance program, or any similar program.

5.4. Anti-Corruption. In addition to Consultant’s compliance with laws requirements in these terms above, Consultant shall acknowledge and comply with all applicable anti-bribery and anti-corruption laws including the United States Foreign Corrupt Practices Act 1977 15 U.S.C. § 78dd-1, et seq., as amended (“FCPA”). Consultant has not and will not directly or indirectly offer or pay, or authorize such offer or payment, of any money or anything of value to improperly or corruptly seek to influence any government official. Consultant warrants that all information provided by Consultant during Premier’s pre-contractual due diligence is complete, truthful and accurate. Consultant will inform Premier if Consultant or Consultant’s relative becomes a government official during the Term of this Agreement. Consultant will permit Premier to take reasonable steps to ensure that funds provided pursuant to this Agreement are properly used, including without limitation: (x) providing periodic invoices stating, in detail, the Services performed; (y) seeking pre-approval and providing documentation of expenses in order to obtain reimbursement; and (z) permitting, during the performance of this Agreement and for three (3) years after final payment has been made, Premier’s internal and external auditors access to any relevant books, documents, papers, and records of Consultant involving transactions related to this Agreement. Premier may terminate this Agreement if Consultant breaches any of the above representations and warranties or if Premier learns that improper payments are being or have been made to government officials by Consultant with respect to Services performed on behalf of Premier or any other company. In the event of such termination, Consultant shall not be entitled to any further payment, regardless of any activities undertaken or agreements with additional third parties entered into prior to termination, and Consultant shall be liable for damages or remedies as provided by law.

5.5. Ongoing Compliance. Consultant acknowledges his obligation to remain in compliance with this Section throughout the Term and to immediately notify Premier of any non-compliance.

6. CONFIDENTIALITY

6.1. Confidential Information. For purposes of this Agreement and each Statement of Work, confidential information (“Confidential Information”) shall mean all proprietary, secret or confidential information or data relating to Premier or Consultant and their respective operations, services, members or customers, whether disclosed orally or in written, electronic, or other form, and whether or not marked, designated, or identified as “confidential,” including this Agreement, each Statement of Work and their terms and, without limitation, any and all information developed for Premier or Premier Customers by Consultant hereunder and thereunder. Such Confidential Information shall also mean all proprietary, secret or confidential customer information, data, project terms and other Premier information, documents and data used or accessed by Consultant in connection with the performance of the Services.

6.2. Protection of Confidential Information. Consultant and Premier acknowledge that Consultant and Premier may disclose Confidential Information to each other in connection with this Agreement and a Statement of Work. If Consultant or Premier receives Confidential Information, Premier or Consultant, respectively, shall: (i) maintain the Confidential Information in strict confidence; (ii) use at least the same degree of care in maintaining the secrecy of the Confidential Information as it uses in maintaining the secrecy of its own proprietary, secret, or confidential information, but in no event less than a reasonable degree of care; (iii) use and disclose Confidential Information only to fulfill its obligations under this Agreement and each Statement of Work; and (iv) return or destroy all documents, copies, notes or other materials containing any portion of the Confidential Information upon request by Premier or Consultant. Consultant shall not use unsecured electronic media to maintain, store, transfer, or send Confidential Information. Consultant shall only access Premier’s Confidential Information in accordance with Premier’s policies and procedures, as provided by Premier, and/or any guidance provided by Premier.

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6.3. Limit on Obligation. Consultant and Premier shall have no obligation concerning any portion of the Confidential Information which: (i) is lawfully obtained, directly or indirectly, by it from a non-party which was under no obligation of confidentiality; (ii) is or becomes publicly available other than as a result of an act or failure to act by the receiving Party; (iii) is required to be disclosed by the receiving Party by applicable law or legal process; or (iv) is developed by the receiving Party independent of the Confidential Information disclosed by the disclosing Party, without any use or reference to the Confidential Information. The receiving Party shall not disclose any portion of the Confidential Information to any person except those of its employees and affiliates having a need to know such portions to accomplish the purposes contemplated by this Agreement and each Statement of Work. The receiving Party agrees that it shall be responsible for any breach of this Agreement by its employees and affiliates. For purposes of this Agreement, an “affiliate” of a Party shall mean an entity that, directly or indirectly, (i) owns or controls such Party, (ii) is owned or controlled by such Party, or (iii) is under common ownership or control with such Party.

6.4. Mandatory Disclosure. If, based upon the advice of its legal counsel, the receiving Party is required by governmental or stock exchange request or applicable rule, regulation or law, including, without limitation, by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process (collectively “Law”), to disclose any of the Confidential Information, the receiving Party may disclose such Confidential Information as required by such Law; provided, that the receiving Party complies with the procedures described in this Section. Upon any such requirement, the receiving Party agrees to provide the disclosing Party with prompt written notice (unless prohibited by Law) of any such request or requirement so that the disclosing Party may seek, at disclosing Party’s sole expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. The receiving Party agrees to provide reasonable cooperation (at the disclosing Party’s request and sole expense, including but not limited to the receiving Party’s legal fees reasonably incurred to protect the Confidential Information) to resist or limit any disclosure pursuant to this Section.

6.5. Return/Destruction. Upon termination of this Agreement and each Statement of Work, Consultant shall return and/or destroy all information, data, and other Confidential Information of Premier, including but not limited to any Premier customer data. Consultant shall submit a written attestation of complete destruction of all data received, used, or stored in the provision of Services upon termination of this Agreement.

7. OWNERSHIP & INTELLECTUAL PROPERTY

7.1. Work Made for Hire. Except for any Pre-Existing Consultant IP (as defined below), Consultant hereby acknowledges and agrees that, as between Consultant and Premier, all rights, title and interests with respect to any and all IP Rights (as defined hereafter) are and shall be owned solely and exclusively by Premier. For purposes of this Agreement, the term “IP Rights” means any and all proprietary rights and intellectual property rights that have been, are or will be conceived, prepared, made, developed, or otherwise created by Consultant, whether alone or with others, whether or not reduced to practice, in connection with any Service or other work performed by Consultant to or for the benefit of Premier or any of its affiliates under this Agreement and any Statement of Work, including, without limitation, (i) all inventions, developments, ideas, know-how, processes, innovations, discoveries, techniques, technology, works of authorship, designs, formulae, discoveries, business plans, business models, business names, economic projections, trade secrets, customer information, supplier information, research information, patentable matters, patents, copyrights, copyrightable works, trademarks, service marks, and logos, (ii) all documents, materials, media (including, without limitation, electronic media), and other items in whatever tangible form related to any and all of the foregoing, (iii) all rights, claims and goodwill related to any and all of the foregoing, (iv) all derivative works and improvements related to any and all of the foregoing, and (v) all applications, registrations and other governmental approvals with respect to any and all of the foregoing. Without

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limiting the foregoing, Consultant acknowledges and agrees that all works and works of authorship that have been, are or will be conceived, prepared, made, developed, or otherwise created by Consultant, whether alone or with others, whether or not reduced to practice, in connection with the Services or other work performed by Consultant to or for the benefit of Premier or any of its affiliates under this Agreement and each Statement of Work are “works made for hire” as defined in the United States Copyright Act of 1976 (17 USC Section 101), as may be amended or supplemented from time to time, and are included within the definition of IP Rights without exception.

7.2. Assignment & Disclosure. Consultant, without further consideration, compensation or other remuneration, hereby assigns and agrees to assign to Premier (or its designees) all of Consultant’s rights, title and interests in and to the IP Rights, including, without limitation, all rights to obtain, register, perfect and enforce all IP Rights, as may presently be in existence or hereafter acquired, free and clear of all liens, encumbrances and other security interests. Consultant shall promptly disclose in writing to Premier all IP Rights after such IP Right is conceived, prepared, made, developed, or otherwise created by Consultant.

7.3. Assistance. Consultant shall execute all documents and perform all acts requested by Premier to permit and assist Premier in obtaining, maintaining and enforcing the full benefits, enjoyment, rights, title and interests in and to any and all IP Rights for the benefit of and in the name of Premier (or its designees), including, without limitation, executing all documents and performing all acts as Premier may request in connection with (i) vesting Premier (or its designees) with full title to any and all IP Rights, (ii) filing applications and prosecuting, obtaining and maintaining registrations and other governmental approvals with respect any and all IP Rights, and (iii) defending and enforcing any and all IP Rights. If Consultant incurs out-of-pocket expenses in executing such documents or providing such assistance, Premier will reimburse Consultant for the actual and reasonable out-of-pocket expenses that have been pre-approved in writing by Premier.

7.4. Attorney-in-Fact. Consultant hereby irrevocably designates and appoints Premier and each of its duly authorized officers, agents and representatives as Consultant’s agent and attorney-in-fact to act for and on behalf of Consultant, to execute and file all documents and to do all other lawfully permitted acts to permit Premier to file, prosecute, obtain, maintain, defend and enforce any and all IP Rights, with the same force and effect as if executed and performed by Consultant.

7.5. Pre-Existing Consultant IP. Notwithstanding anything in Sections 7.1 through 7.4 above, Consultant shall retain all rights, title, interest and exclusive ownership of Pre-Existing Consultant IP. “Pre-Existing Consultant IP” shall mean any IP Rights which existed or were developed by Consultant prior to the delivery of the Services, or were developed at any time independently of the Services. All rights to Pre-Existing Consultant IP are reserved by Consultant and disclaimed by Premier. Consultant represents and warrants that Pre-Existing Consultant IP is free from viruses and has undergone virus checking procedures consistent with industry standards. The term “virus” as used hereunder means any computer code designed to a) disable, disrupt, steal, erase, delay, harm, or damage any data or files residing on Consultant’s systems. Consultant further warrants that the Consultant Pre-Existing IP does not contain any undocumented “back door,” “time bomb,” “drop door,” “spyware,” “key locks,” “Trojan horses,” “programming devices,” or other malicious software routine designed to disable or to permit unauthorized access, to disable, erase, steal, damage, or otherwise harm the Consultant Pre-Existing IP, systems, or data, or to make the data inaccessible or delayed.

8. INDEMNIFICATION & LIMITATION OF LIABILITY

8.1. Indemnity. Consultant shall defend, indemnify, and hold harmless Premier, its parents and affiliates, and their respective employees, officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns from and against any and all third party claims, causes of action, suits, proceedings, or demands (“Claim”) arising out of or related to a (i) breach or alleged breach of this Agreement by Consultant or its agents; (ii) any unauthorized disclosure or acquisition, loss, misuse, damage, or Breach of any Premier or Premier Customer data, or (iii) any injury or death of any individual, or any loss or damage to real or tangible property caused by Consultant or its agents. Consultant’s indemnification obligations set forth herein include, without limitation, costs (including reasonable attorneys’ fees, court costs and expenses), damages, losses, expenses, fines, awards, settlements, or

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judgments. Premier shall use commercially reasonable efforts to promptly notify Consultant of a Claim and reasonably cooperate in the defense of a Claim. Consultant shall not confess any judgment, enter into any settlement or compromise of a Claim without the prior written consent of Premier. Premier shall have the right to participate in the defense of the Claim with counsel of its choice at its sole expense. This section shall survive termination or expiration of this Agreement.

8.2. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE TO THE OTHER PARTY FOR ANY LOST, DELAYED OR DIMINISHED PROFITS, REVENUES OR OPPORTUNITIES, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER IN CONNECTION WITH, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9. OMITTED

10. RELATIONSHIP; INDEPENDENT CONTRACTORS; NON-SOLICITATION

10.1. Relationship. Consultant’s relationship with Premier shall be that of an independent contractor, and nothing in this Agreement shall be construed to create an employer-employee relationship between Premier and Consultant. None of the fees and other compensation payable to Consultant under this Agreement or any Statement of Work shall be subject to withholding by Premier for the payment of taxes or other withholdings. Consultant acknowledges and agrees that it is Consultant’s obligation to report and pay all federal, state and local income, self-employment and other taxes due. Premier will issue a Form 1099 for all fees and other compensation paid to Consultant under this Agreement and each Statement of Work.

10.2. No Agency. Consultant acknowledges that he has no authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of Premier, and agrees not to do or purport to do any of such things. Consultant agrees that he does not have the authority to make warranties or agreements on behalf of Premier, to accept orders for Premier, to sign agreements or other documents in Premier’s name, or to legally bind or obligate Premier in any other manner. Consultant further agrees that he will not take any action inconsistent with this limitation of authority. Consultant agrees not to hold himself out to Premier Customers, affiliates, or any other party as an employee of Premier.

10.3. Conflicts. Consultant may be engaged in non-profit, business, or commercial activities for other parties as a consultant, independent contractor, employee or otherwise during the term of this Agreement. However, Consultant represents that Consultant has not and will not enter into any agreement either written or oral that conflicts, prevents or unduly limits Consultant’s performance of the Services under this Agreement. Consultant shall not render any services on behalf of any person or entity other than Premier if such activities (a) cause Consultant to breach or prevent or unduly limit Consultant’s ability to perform Consultant’s ongoing obligations with Premier as set forth in Sections 6, 7 and 11 of this Agreement; or (b) cause Consultant to breach any of the other provisions of this Agreement.

11. NON-SOLITICATION

11.1. Employee Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, Consultant shall not, whether on behalf of any other entity or on Consultant’s own behalf: (a) hire or engage or attempt to hire or engage for employment or as an independent contractor any then current employee employed by Premier with whom Consultant had contact; and/or (b) solicit, encourage or support any such employee to leave their employment relationship with Premier.

11.2. Customer Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, Consultant shall not, whether on behalf of any other entity or on Consultant’s own behalf, solicit any Premier Customer (as defined below) regarding, sell to or provide any Premier Customer with, or provide any support or other services to any Premier Customer concerning, any Competitive Services (as defined below). For purposes of this Agreement, the term “Premier Customer” means any company or individual customer of Premier who

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contacted Consultant, whom Consultant contacted or served, or for whom Consultant supervised contact or service as part of the provision of Services to Premier under this Agreement within the last preceding 12-month period before the termination or end of this Agreement. For purposes of this Agreement, the term “Competitive Services” means the type of healthcare consulting services engaged in by Consultant for and on behalf of Premier during the term of this Agreement.

12. SECURITY & DATA MATTERS.

12.1 Data Security. During the Term of this Agreement, Consultant shall use Premier-issued or Premier-approved equipment (e.g., laptop) for the provision of Services under this Agreement, and all Premier information shall be used only within the Premier network. Consultant agrees to comply with any Premier policies regarding the use of Premier information and access to the Premier network.

12.2 Minimum Necessary. All Confidential Information exchanged between the Parties shall be limited to the minimum necessary in order to perform the Services under the applicable Statement of Work.

12.3 No Off-Shoring. Consultant shall not (i) transfer or disclose any Premier Confidential Information outside of the United States of America; (ii) store, whether or not on a temporary or permanent basis, any Premier Confidential Information in a location outside of the United States of America; or (iii) otherwise process or allow access, even remote access, to any Premier Confidential Information from a location outside of the United States of America without Premier’s prior written consent.

12.4 Subcontractors. Consultant is the only person performing the Services under any Statement of Work. Use of subcontractors is not permitted.

13. MISCELLANEOUS

13.1. Governing Law. The laws of the State of North Carolina shall govern this Agreement and each Statement of Work without regard to its conflicts of laws and principles. The courts having jurisdiction over Mecklenburg County, North Carolina shall have exclusive jurisdiction over all matters pertaining to this Agreement. Except as prohibited by law, the Parties irrevocably waive any right to trial by jury in any action related to this Agreement.

13.2. Assignability. Consultant may not assign this Agreement or any Statement of Work.

13.3. No Waiver. No express or implied waiver by any Party of any provision of this Agreement, any Statement of Work or of any breach or default of the other Party shall constitute a continuing waiver, and no waiver by any Party shall prevent such Party from enforcing any and all other provisions of this Agreement or any Statement of Work or from acting upon such other provisions or upon any other or subsequent breach or default by the other Party.

13.4. Entire Agreement/Severability. This Agreement and each Statement of Work and/or Exhibit constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether oral or written, between the Parties relating to the subject matter hereof. However, this Agreement is in addition to the terms and conditions of Consultant’s Senior Executive Employment Agreement and First Amendment to the Senior Executive Employment Agreement between the Parties. In the event of a conflict between this Agreement and a Statement of Work, this the terms in this Agreement shall prevail. Should any provision of this Agreement or any Statement of Work or Exhibit, for any reason, be held to be invalid, or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement and any applicable Statement of Work or Exhibit shall be interpreted to preserve (to the extent possible) their original intent. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by Premier and Consultant, and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement.

13.5. Notice. All notices, demands and communication provided for in this Agreement or any Statement of Work shall be given in writing and shall be deemed given by a Party when mailed, postage prepaid, by registered or certified mail, to the other Party or Parties at their respective addresses listed below, unless and until such address is changed by giving written notice thereof in the like manner.

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To Premier:	Premier Healthcare Solutions, Inc.
	13034 Ballantyne Corporate Place
	Charlotte, NC 28277
	Attention: Legal Department
To Consultant:	Craig McKasson
	[Address]

Such notices or communications shall be deemed received three (3) business days after mailing. Either Party may change its address for notice by giving written notice of such new address pursuant to this Section.

13.6. Effect of Termination. The Parties agree that the following provisions shall survive the termination of this Agreement: Sections 5, 6, 7, 8, 10, 11, and 13.

13.7. Costs and Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement or any Statement of Work, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements, in addition to any other relief to which the Party may be entitled.

13.8. Trademarks; Publicity. Premier’s name, trademark(s), or logo(s) may not be used without the prior written consent. Additionally, neither party shall make, or cause to be made, any publicity, news release or other such general public announcement or make any other disclosure to any third party in respect of this Agreement, or related to the transactions contemplated hereby, without the prior written consent of the other party, except as required by law.

13.9. Injunctive Relief; Remedies. Consultant acknowledges that, in the event of its breach or the threatened breach of any of the provisions of this Agreement, Premier would sustain great and irreparable injury and damage. In addition to any other remedies which Premier may have under this Agreement or otherwise, Premier shall be entitled to an injunction, without bond, issued by any court of competent jurisdiction restraining such breach or threatened breach. Moreover, Premier shall be entitled to receive an accounting and repayment of all profits, compensation, fees, enumerations or other benefits that Consultant directly or indirectly has realized or may realize as the result of or in connection with any breach. All remedies available to Premier by reason of Consultant’s breach or threatened breach are cumulative. None are exclusive, and all remedies may be exercised concurrently or consecutively at Premier’s option. In addition, the terms of this Section regarding injunctive relief shall not be construed as a waiver of any other rights which Premier may have for damages or otherwise.

13.10. No Third Party Beneficiaries. Nothing in this Agreement shall be construed as creating or giving rise to any rights in any third parties or any persons or entities other than the parties to this Agreement. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto is, or shall, be entitled to bring any action to enforce any provision of this Agreement against either of the parties hereto, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assignees as permitted hereunder.

13.11. Modification. Neither this Agreement nor any Statement of Work may be amended, modified or waived except in a writing signed by both Parties.

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IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

Craig McKasson		Premier Healthcare Solutions, Inc.
		Charlotte, North Carolina
By:	/s/ Craig McKasson	By:	/s/ Michael J. Alkire
Name:	Craig McKasson	Name:	Michael J. Alkire
Title:	Chief Financial Officer	Title:	CEO
Date:	8/15/2024	Date:	8/15/2024

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EXHIBIT A

Statement of Work #1

This Statement of Work (“SOW”), shall be governed by the terms of, and shall be incorporated by reference into the Master Consulting Services Agreement, dated August 15, 2024 (“Agreement”), by and between Craig McKasson, (“Consultant”) and Premier Healthcare Solutions, Inc. (“Premier”). Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW and the Agreement. Capitalized terms used but not defined in this SOW shall have the meanings set out in the Agreement.

1. Scope of Work. Consultant will provide advice regarding corporate operations, management, member relationships, and strategic objectives, as reasonably requested by Premier.

2. Term. This SOW is effective beginning on January 1, 2025 (“SOW Effective Date”) and will remain in effect for 24 months, unless otherwise terminated in accordance with the Agreement. The effective period of this SOW is referred to as the “Term.” The first 12 months of the Term shall be referred to as the “Initial Consulting Term,” and the second 12 months of the Term, if elected, shall be referred to as the “Secondary Consulting Term.”

3. Obligations of the Parties.

a. Craig McKasson shall be the sole Consultant providing Services under this SOW.

b. Consultant will receive assignments from Premier’s Chief Executive Officer, or his designee. Upon request, Consultant will provide updates and deliverables in the format specified by the Chief Executive Officer.

c. During the Initial Consulting Term, Consultant will not be required (but may agree) to provide more than 40 hours of Services per month.

d. During the Secondary Consulting Term, Consultant will not be required (but may agree) to provide more than 10 hours of Services per month.

e. The Parties intend for Consultant to have separated from service with Premier under Section 409A of the Internal Revenue Code of 1986, as amended.

f. Consultant may perform Services remotely.

4. Fees and Invoicing. All fees will be paid in accordance with Section 3 of the Agreement.

a. Fees.

During the Initial Term, Consultant will be compensated at a flat rate of $30,000.00 monthly.

During the Secondary Term, Consultant will be compensated at a rate of $5,708.33 monthly.

Payment of Consultant’s fees and reimbursement of reasonable expenses incurred will be made thirty (30) days after receipt by Premier of an undisputed invoice from Consultant. Invoices that include authorized expenses must be itemized and substantiated by appropriate receipts prior to payment. Notwithstanding the foregoing, the first consulting fee payment shall be paid on the sixtieth (60th) day following the effective date of Consultant’s applicable separation from employment with Premier and will include any Consulting Fee payments for the period from the end of Consultant’s employment with Premier through the first Consulting Fee payment date.

Invoices should be submitted via Premier’s Vendor Management System, or as otherwise directed by Premier. All invoices are subject to approval by Premier’s Chief Executive Officer, or his designee, prior to payment.

b. Expenses. Premier will reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant, in accordance with Premier’s expense reimbursement policies.

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5. Changes to Scope. The parties shall enter into a written amendment signed by their duly authorized representatives in the event of any changes to the scope or other terms of this SOW.

IN WITNESS WHEREOF, the Parties have executed this SOW by their duly authorized representatives.

Craig McKasson		Premier Healthcare Solutions, Inc.
		Charlotte, North Carolina
By:	/s/ Craig McKasson	By:	/s/ Michael J. Alkire
Name:	Craig McKasson	Name:	Michael J. Alkire
Title:	Chief Financial Officer	Title:	CEO
Date:	8/15/2024	Date:	8/15/2024

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EX-10.3

Exhibit 10.3

EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

I, Glenn Coleman hereby agree to be employed by Premier Healthcare Solutions, Inc. (the “Company”) and, subject to approval of the Board of Directors of Premier, Inc. (the “Board”) and all necessary committees of the Board, the Company hereby agrees to employ me, subject to the following terms and conditions (the “Agreement”). If for any reason, this Agreement is not approved by the Board or any necessary committee of the Board, this Agreement shall not take effect and shall be null and void.

1. EMPLOYMENT

1.1 Job Duties. I agree to devote my full professional time, attention and best efforts to the performance of my employment duties with the Company and its Related Companies (as defined in Section 5.8). I shall perform the duties and responsibilities customary to my position(s) with the Company and its Related Companies and as assigned to me from time to time. I also understand and agree that my employment may be transferred between the Company and its Related Companies in their discretion. I shall abide by the policies of the Company and its Related Companies as adopted and amended from time to time. Effective beginning November 11, 2024 (the “Effective Date”), my position with the Company shall be Chief Administrative and Financial Officer. I also agree that, as requested by the Company, I shall serve on the Board(s) of Directors of certain Related Companies without additional compensation beyond what is set forth herein.

1.2 Compensation and General Benefits. During my employment with the Company or one of its Related Companies, the Company or one of its Related Companies will: (a) compensate me for my services at a base rate determined by the Company from time to time; and (b) allow me to participate in the deferred compensation, other retirement plans and employee benefit plans from time to time in effect generally for the Company’s similarly situated employees, subject to the terms and conditions of such plans and as they may be instituted, modified or terminated from time to time. As of the Effective Date, my initial base salary shall be $700,000 per annum, less applicable withholdings, paid in accordance with the usual payroll practices of the Company. If the base salary is modified, such modified amount shall thereafter become the “base salary” under this Agreement.

1.3 Annual Incentive Plan. As of the Effective Date, I shall be eligible to participate in one or more annual incentive plans sponsored by the Company or one of its Related Companies in effect from time to time for similarly situated senior executive level employees of the Company, in accordance with the terms and conditions of such plan(s). My current target incentive opportunity is 125% of my initial base salary, which will be prorated for Fiscal Year 2025 based upon my start date with the Company.

1.4 Equity.

(a) Equity Incentive Plan Participation. As additional consideration for entering into this Agreement, as of the Effective Date, I shall be eligible to participate in the Premier, Inc. 2023 Equity Incentive Plan and any other equity-based or cash-based long-term incentive compensation plans for similarly situated senior executive level employees of the Company, in accordance with the terms and conditions of such plan(s). The Company will recommend to the Compensation Committee of the Board that I receive a grant for Fiscal Year 2025 of Premier, Inc. equity, with an initial grant value of approximately $2,047,500, comprised of 70% Performance Share Awards (“PSAs”) and 30% Restricted Stock Units (“RSUs”).

(b) New Hire Grant. Additionally, the Company will recommend to the Compensation Committee of the Board that I receive a new hire grant of equity with a grant value equal to approximately $3,600,000, comprised of 25% PSAs and 75% RSUs.

(c) Fiscal Year 2025 Treatment. All grants of RSUs and PSAs pursuant to this Section relating to the Company’s Fiscal Year 2025 shall be on the terms previously approved for those awards by the Board and the Compensation Committee of the Board. RSUs granted pursuant to this Section shall begin vesting on the applicable grant date.

1.5 At-Will Employment. I agree that my employment with the Company shall be “at-will”, such that I may resign at any time for any reason and the Company may terminate my employment at any time for any reason. The at-will nature of my employment may be altered only by a written agreement signed by a duly authorized Company official. In addition, I agree that upon the termination of my employment with the Company for any reason, I shall resign and do resign from all positions as an officer, director and employee of the Company and its Related Companies, with such resignation(s) to be effective upon the termination of my employment with the Company, unless the Company requests an earlier date.

2. SEVERANCE PROTECTIONS

2.1 Severance Pay. If my employment with the Company under this Agreement is terminated at any time due to a Termination Without Cause (as defined below), then the Company will provide me with 12 months of my then current base salary and a full year of my then current annual bonus at target as severance (the “Severance Pay”), subject to the terms and conditions in this Section 2. In order to be eligible for such Severance Pay, I must, within 21 days of receipt from the Company (unless a longer period is required by applicable law), sign and not revoke a full and general release of any and all claims (the “Release”) that I have or may have against the Company, the Related Companies, and their affiliates, to be prepared by the Company at that time. In addition, if I violate any of my post-employment obligations under this Agreement or any other written agreement with the Company, then my right to any outstanding Severance Pay shall immediately cease and be forfeited.

2.2 Termination Without Cause. For purposes of this Agreement, “Termination Without Cause” means the termination of my employment by the Company for any reason other than my death, Disability or “Termination for Just Cause.” In addition, my resignation shall be deemed a Termination Without Cause by the Company if I resign my employment with the Company and all its Related Companies within twenty-four (24) months following a “Change in Control” (as defined below) due to any of the following without my consent:

(a) a material reduction in my position or responsibilities with the Company, but excluding: (i) any suspensions, removals, duty reassignments, duty limitations or other actions pursuant to Section 2.3; and (ii) any such reductions or changes made in good faith to conform with applicable law or generally accepted industry standards for my position;

(b) a non de minimis reduction in my base salary (unless such percentage reduction is made across the board for all other similarly situated senior executives of the Company);

(c) the relocation of my primary office location more than fifty (50) miles from my current primary office location (Charlotte, NC), but excluding the relocation of my primary office location to the Company’s current or future headquarters location (with or without my consent); or

(d) a failure of the Company to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the assets of the Company within 30 days after a Change in Control.

For purposes of this Section 2.2, a “Change in Control” shall have the meaning set forth in the Premier, Inc. 2023 Equity Incentive Plan, as it may be established, modified, changed or replaced from time to time.

The Company and I agree that for my resignation to constitute Termination Without Cause, I must provide written notice to the President and Chief Executive Officer of the Company of my intent to resign within ninety (90) days of one of the triggering events outlined in subsections (a) – (d) of this provision, as well as the triggering event relied upon and details constituting such alleged triggering event. Further, Termination Without Cause shall not include my resignation under subsections (a) – (d) of this provision for any occurrence which is, after such notice, cured by the Company, within thirty (30) days of receipt of such notice.

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2.3 Termination For Just Cause. For purposes of this Agreement, “Termination for Just Cause” means termination of my employment by the Company as the result of my: (a) commission or omission of any act of dishonesty, embezzlement, theft, misappropriation or breach of fiduciary duty in connection with the terms and conditions of my employment; (b) conviction, guilty plea or plea of nolo contendere of a felony or a misdemeanor in which fraud or dishonesty is a material element, or a crime of moral turpitude; (c) willful misconduct or insubordination with respect to the performance of my duties to the Company or any Related Company that is harmful to the business or reputation of the Company or the Related Companies or constitutes a violation of law or governmental regulations, including by the Company or the Related Companies; (d) breach of any securities or other law or regulation or any the Company or Related Company policy governing inappropriate disclosures or “tipping” related to (or the trading or dealing of) securities, stock or investments; (e) failure to reasonably cooperate or interference with a Company-related investigation; (f) willful violation of the Company’s or its Related Companies’ lawful material policies, rules and procedures, including but not limited to the Company and its Related Companies’ Code of Conduct, Insider Trading and Conflict of Interest policies; (g) regulatory, governmental or administrative suspension, removal or prohibition as defined in this Section below; or (h) breach or prospective breach of the obligations set forth in Sections 3-7 of this Agreement.

Notwithstanding anything to the contrary, the Company and I also acknowledge and agree that:

(i) If I am suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or its Related Companies or affiliated entities by a regulatory, governmental or administrative notice served under federal or state law, depending on the circumstances of such suspension or prohibition, the Company may (in lieu of terminating my employment) decide to suspend its obligations under this Agreement. If the charges in the notice are dismissed or withdrawn, the Company may, in its discretion, upon approval by the Board, pay me all or part of the compensation withheld while its obligations were suspended and reinstate in whole or in part any of its obligations that were suspended.

(ii) If I am permanently removed or prohibited from participating in the conduct of the affairs of the Company or its Related Companies or affiliated entities by applicable federal, state or other regulatory, governmental or administrative order or action, all obligations of the Company under this Agreement shall terminate as of the effective date of the order, and the Company may, in its sole discretion, terminate my employment as a Termination For Just Cause.

(iii) The Company may, in its sole discretion, place me on temporary leave with pay, temporarily exclude me from any premises of the Company, its Related Companies and affiliated entities and temporarily reassign my duties with the Company and its Related Companies during any pending Company investigation or disciplinary action involving me or my potential “Termination for Just Cause”.

2.4 Disability. “Disability” means my inability to perform the essential functions and duties of my position with the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or that is to last or can be expected to last for a continuous period of not less than twelve months, as determined under the long-term disability plan sponsored by the Company or a Related Company in which I participate. The Company and I agree that without expressly or constructively terminating this Agreement under this Section or Sections 2.1-2.3, the Company may designate another employee to act in my place during any period of my Disability that extends over ninety (90) consecutive calendar days or equals an aggregate of ninety (90) calendar days during any three hundred and sixty-five (365) consecutive calendar day period. Notwithstanding whether any such designation is made, I shall continue to receive my full base salary under this Agreement (offset by any Company-paid short-term disability or long-term disability plan payments) during any period of my Disability during my employment with the Company.

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2.5 Severance Details. Any Severance Pay shall: (a) be paid over time in the form of salary continuation for the twelve (12) month period in accordance with the Company’s regular payroll practices; (b) be less applicable withholdings; and (c) replace my right to severance pay under any other agreement, plan or program with the Company or any Related Company. Except as otherwise provided in Section 8.3(c) of this Agreement, and contingent on my execution and non-revocation of a Release as described in Section 2.1, the first installment of the Severance Pay will be made no later than the next reasonably practicable payroll date following the later of the effective date of my Termination Without Cause and the expiration of the revocation period for the Release described in Section 2.1. The remaining installments will continue thereafter until all installments have been made. If I am rehired by the Company or any Related Company during my severance period, my Severance Pay will cease.

3. CONFLICTS OF INTEREST

During my employment with the Company, I shall not: (a) engage in any outside business activity without written authorization from my supervisor at the Company; (b) in any way compete with the Company; or (c) engage in any conduct intended to or reasonably expected to harm the interests of the Company. I also agree to comply with the terms of the Company’s Code of Conduct and Conflict of Interest policies. Notwithstanding the foregoing, I may engage in personal investment activities and charitable work that do not interfere with my duties for the Company and do not violate the Company’s Code of Conduct or Conflict of Interest policies.

4. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

4.1 Duty of Confidentiality. Except to the extent the use or disclosure of any Confidential Information (as defined below) is required to carry out my assigned duties with the Company, I agree that during and at all times after my employment with the Company, I will: (a) protect and safeguard the Confidential Information from unauthorized use, publication, or disclosure; (b) not disclose any Confidential Information to any person not employed by the Company; and (c) not use for myself or for any other person or entity any Confidential Information. This provision, however, shall not preclude me from: (i) the use or disclosure of information known generally to the public (other than as a result of my violation of this Agreement); or (ii) any disclosure required by law or court order, by any governmental entity having regulatory authority over the business of the Company, or by any administrative or legislative body with appropriate jurisdiction, provided I provide the Company prompt written notice of any potential disclosure under this subsection (ii) within forty-eight (48) hours of my receipt of the request for disclosure or my election to disclose such information under this subsection (ii), whichever is earliest, to the fullest extent permitted by applicable law. Further, notwithstanding anything to the contrary in this Section 4.1, I understand that the duty of confidentiality in this Agreement does not restrict my ability to communicate directly with any federal, state or local government agency or commission without providing notice to or receiving prior or later authorization from the Company, as provided under Section 4.3 (“Protected Rights”) below.

Further, I agree to abide by the Protection of Confidential Information and Protected Health Information set forth in Exhibit A of this Agreement, as amended from time to time.

4.2 Confidential Information. “Confidential Information” means information that is created and used by the Company and which is not generally known to the public, including but not limited to, information in the following categories: (a) information regarding the affiliates and customers of the Company, including affiliate / customer lists, contact information, contracts, billing histories, affiliate/customer preferences, and information regarding products or services provided to such entities; (b) non-public strategic or financial information concerning the Company, including, but not limited to, commissions and salaries paid to employees, sales data and projections, forecasts, cost analyses, and similar information; (c) plans and projections for business opportunities for new or developing business of the Company, including marketing concepts and business plans; (d) Intellectual Property (as defined in Section 4.5 below), software, source and object codes, computer data, research information and technical data; (e) information relating to the services, products, prices, costs, research and development activities, service performance, operating results, pricing strategies, employee lists or personnel matters of the Company; (f) information regarding sources and methods of supply, including supply agreements, supply terms, product discounts and similar information related to the Company; (g) information marked or otherwise designated as “confidential” or by similar words, and (h) the Company’s Trade Secrets. “Trade Secrets” is Company information that is defined as a trade secret pursuant to applicable state or federal law.

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4.3 Protected Rights. I understand and agree that nothing in this Agreement precludes me from communicating directly with the U.S. Securities and Exchange Commission (“SEC”) or the Financial Industry Regulatory Authority (“FINRA”) regarding potential securities issues or concerns, if any. Further, I understand and agree that nothing in this Agreement is intended to, or shall, interfere with my rights to file a charge or complaint with, participate in a proceeding by, or cooperate with the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the SEC, FINRA, or any other federal, state or local government agency or commission (including providing documents or other information to such agencies), none of which shall constitute a breach of this Agreement or any applicable policy or procedure of the Company or any Related Company. I also understand and agree that I do not need to receive prior or later authorization from the Company to make any such governmental reports or disclosures, and I am not required to notify the Company (in advance or otherwise) when taking any such action. Further, the federal Defend Trade Secrets Act of 2016 (the “Act”) provides immunity from liability in certain circumstances to Company employees, contractors, and consultants for limited disclosures of Company “trade secrets,” as defined by the Act. Specifically, Company employees, contractors, and consultants may disclose trade secrets: (1) in confidence, either directly or indirectly, to a federal, state, or local government official, or to an attorney, “solely for the purpose of reporting or investigating a suspected violation of law,” or (2) “in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Additionally, Company employees, contractors, and consultants who file lawsuits for retaliation by an employer for reporting a suspected violation of law may use and disclose related trade secrets in the following manner: (1) the individual may disclose the trade secret to their attorney, and (2) the individual may use the information in the court proceeding, as long as the individual files any document containing the trade secret under seal and does not otherwise disclose the trade secret “except pursuant to court order.”

4.4 Return of Property. I agree that all assets, materials, documents and data obtained or prepared by me in the course and scope of my employment with the Company are the property of the Company. I also agree that all Confidential Information is the property of the Company. As such, I agree that I will promptly return to the Company when requested, and in any event prior to my last day of employment with the Company, all assets, materials, documents, information, data and other property belonging to the Company in my possession or control, regardless of how stored or maintained and including all originals and electronic or hard copies.

4.5 Intellectual Property. I hereby assign and agree in the future to assign to the Company my full right, title and interest in all Intellectual Property (as defined in this Section 4.5). In addition, all copyrightable works that I create during my employment with the Company shall be considered “work made for hire” and shall be owned exclusively by the Company. “Intellectual Property” means any invention, formula, process, discovery, development, design, innovation or improvement made, conceived or first reduced to practice by me, solely or jointly with others, during my employment with the Company. However, “Intellectual Property” shall not apply to any invention that I develop on my own time, without using the equipment, supplies, facilities or trade secret information of the Company, unless such invention relates at the time of conception or reduction to practice to: (a) the business of the Company; (b) the actual or demonstrably anticipated research or development of the Company; or (c) any work performed by me for the Company.

5. NON-COMPETE AND NON-INTERFERENCE / RAIDING

EMPLOYEES COVERED BY STATE LAW. UNDER THE LAW IN LIMITED STATES (INCLUDING BUT NOT LIMITED TO CALIFORNIA, OKLAHOMA, AND NORTH DAKOTA) CERTAIN POST-TERMINATION RESTRICTIVE COVENANTS ARE UNENFORCEABLE AND VOID AGAINST PUBLIC POLICY. IF I AM A RESIDENT OF SUCH A STATE OR PERFORM A SUBSTANTIAL PORTION OF MY EMPLOYMENT FOR THE COMPANY IN SUCH A STATE, AND AM COVERED BY SUCH LAW, ANY IMPERMISSIBLE SECTIONS BELOW WILL NOT APPLY TO ME FOR SO LONG AS I AM COVERED BY SUCH LAW. For the avoidance of doubt CALIFORNIA EMPLOYEES ARE NOT COVERED BY SECTIONS 5.1-5.3 BELOW.

/s/ GC          

Employee Initials

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5.1 Non-Compete. For a period of twelve (12) months following my last day of employment with the Company, I agree not to: (a) perform in the Prohibited Territory (as defined below) any services for a competitor of the Company that are the same as or substantially similar to the services I performed for the Company at any point during my last twelve (12) months as a Company employee; or (b) engage, within the Prohibited Territory, in any aspect of the Business (as defined below) that I was involved with on behalf of the Company at any time during the last twelve (12) months of my employment with the Company. “Prohibited Territory” means: (i) if my job duties are not limited to the continental United States, the countries in which I assisted the Company to engage in its business during my last 12 months as a Company employee, (ii) if my job duties are not limited to particular states within the United States, the continental United States; or (ii) if my job duties are limited to particular states, the states or regions that I assisted the Company to engage in its business during my last twelve (12) months as a Company employee. The “Business” means the business engaged in by the Company as of my last day of employment with the Company. Notwithstanding the preceding, owning the stock or options to acquire stock totaling less than 5% of the outstanding shares in a public company shall not by itself violate the terms of this Section 5.1.

5.2 Non-Interference With Restricted Customers. For a period of twelve (12) months following my last day of employment with the Company, I agree that I will not: (a) call upon, solicit, cause or attempt to cause any Restricted Customer (as defined below) to not do business with the Company or to reduce, modify or transfer any part of its business with the Company; (b) call upon, solicit, cause or attempt to cause any Restricted Customer to do business with a competitor of the Company; (c) sell or provide any services or products to any Restricted Customer that are competitive with or a replacement for the Company’s services or products; or (d) as an employee, agent, partner, director, consultant, or in any other capacity assist any person or entity to engage in any of the conduct described in subsections (a) - (c) of this Section. Notwithstanding the preceding, if I become an employee of a Restricted Customer after my employment with the Company ends, then this subsection shall not limit my communications or activities with that particular Restricted Customer while I am employed by that Restricted Customer, provided that: (i) as part of my services with or for such Restricted Customer, I do not engage in activities or directly assist others to engage in activities that compete with the Company in the Business or otherwise violate Section 5.1; and (ii) I abide by the confidentiality and non-raiding of employees obligations set forth in this Agreement.

“Restricted Customer” means: (i) a Customer (as defined below) for which I earned or was paid incentive pay at any point during my last twelve (12) months as a Company employee; (ii) a Customer with which I worked or for which I supervised the Company’s work at any point during my last twelve (12) months as a Company employee; (iii) a prospective Customer that I contacted or for which I supervised contact at any point during my last twelve (12) months as a Company employee; and (iv) a current or prospective Customer about which I obtained and possessed Confidential Information at any point during my last twelve (12) months as a Company employee. “Customer” means a Company customer, partner hospital, member or affiliated health care organization.

The “Business” means the business engaged in by the Company as of my last day of employment with the Company.

5.3 Non-Interference With Restricted Suppliers. For a period of twelve (12) months following my last day of employment with the Company, I agree that I will not solicit, cause or attempt to cause any Restricted Supplier (as defined below) to not do business with the Company or to reduce, modify or transfer any part of its business with the Company. “Restricted Supplier” means any supplier of goods or services to the Company: (a) with which I had dealings; (b) for which I supervised or assisted in the Company’s dealings; or (c) about which I obtained and possessed Confidential Information, all at any point during my last thirty-six (36) months as a Company employee.

I further agree that in the event I am later employed by a non-group purchasing organization medical supplier following my employment with the Company, I will recuse myself for a period of twelve (12) months following my last day of employment with the Company from any consideration of decisions or other communications or discussions that would result in the termination of a contract, discontinuance of business, or reduction of business with or amounts paid to the Company involving the products or services that my new

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employer supplies the Company. I further expressly acknowledge and agree that as part of my post-employment confidentiality commitments to the Company, I cannot and will not use any confidential Company pricing, contract or other supplier-related information obtained during my employment with the Company in connection with any supply contract or other negotiations between the Company and my new non-group purchasing organization medical supplier employer, if applicable, or to obtain a competitive advantage against or otherwise harm the Company or its affiliated entities.

5.4 Non-Raiding of Employees. During my employment with the Company under this Agreement and for a period of eighteen (18) months following my last day of employment with the Company, I agree not to on my own behalf or on behalf of any other entity: (a) hire or engage as an employee or as an independent contractor any then current employee or independent contractor of the Company (each a “Restricted Employee”); or (b) solicit, encourage or cause or attempt to solicit, encourage or cause any Restricted Employee to leave his or her employment with the Company.

5.5 Statements. Subject to my Protected Rights in Section 4.3 above, I agree during and at all times during and after my employment with the Company, not to defame, misrepresent, or otherwise make any disparaging or intentionally false statements about the Company, including any of its products, services or practices, or any of its affiliates, directors, officers, agents, representatives, stockholders or affiliates, either orally or in writing. I also agree not to disparage or denigrate the Company’s employees.

5.6 Cooperation. I agree that during and for a period of twenty-four (24) months after my employment with the Company to remain available to cooperate with the Company with respect to any matters that occurred during my employment with the Company, including, without limitation, providing truthful and complete cooperation in litigation matters relating to the Company, the Related Companies or any other affiliates and about which I have knowledge, whether or not such matters have been commenced as of the termination of my employment.

5.7 Other Commitments. I represent and warrant to the Company that prior to and during my current employment/engagement with the Company: (a) if I am an employee of the Company, I have terminated employment with all my prior employers; and (b) my employment/engagement with the Company will not breach any confidentiality, non-compete, non-solicitation or other contract that I may have with any current or former employer, contracting entity or other third party.

5.8 Related Companies. For purposes of the restrictions and commitments in Section 3 (Conflicts of Interest), 4 (Confidential Information and Intellectual Property), 5 (Non-Compete and Non-Interference / Raiding) and 6 (Reasonableness), “the Company” shall include the Company or any successor and any “Related Company” (as defined below) for or with whom I performed or supervised any services at any time during the last 12 months of my employment with the Company and/or its Related Companies.

“Related Company” means, with respect to the Company, any parent company, subsidiary company, sister company or joint venture, or related subsidiary company of such entities.

6. REASONABLENESS OF RESTRICTIONS

I have carefully read and considered the provisions of this Agreement and, having done so, agree that the restrictions set forth in it are fair, reasonable, and necessary to protect the Company’s legitimate business interests. In addition, I acknowledge and agree that the restrictions in this Agreement do not unreasonably restrict or affect my ability to obtain employment should my employment with the Company end. Thus, although the Company and I acknowledge and agree that I retain the right to contest the application or interpretation of Sections 3-5 of this Agreement to particular facts/circumstances, I agree not to contest the general validity or enforceability of Sections 3-5 before any court, arbitration panel or other body.

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Further, I agree that I shall notify any prospective employer, entity or individual with whom I seek to be employed or provide independent contractor services of the non-competition, non-interference, confidentiality and other requirements set forth in Sections 3-5 of this Agreement during the applicable term for each, and the Company may likewise provide such notice during the same period to any prospective employer, entity or individual with whom I seek to be employed or provide independent contractor services.

7. OBLIGATIONS CONCERNING PRIOR BUSINESS RELATIONSHIPS

7.1 Former Employment/Engagements. I represent and warrant to the Company that: (a) I am not working for or engaged by any other person or entity as an employee, independent contractor or consultant; and (b) I have provided the Company with a copy of any and all agreements with third parties that may limit or attempt to limit my right to be employed by the Company or its Related Companies, to perform any activities for the Company or a Related Company, or to disclose to the Company or a Related Company any ideas, inventions, discoveries or other information.

7.2 No Disclosure or Use of Confidential Information of Others. I represent and warrant to the Company that I have not brought and will not bring with me to the Company, disclose to the Company or use in the performance of my duties for the Company any materials, data, software, technology, trade secrets, intellectual property, confidential or proprietary information, or documents belonging to a third party that are not generally available to the public, unless I have obtained written authorization to do so from the third party and provided the Company with a copy of it. I understand and agree that, in my employment with the Company, I am not to breach any obligation of confidentiality that I have to former employers or other third parties, and I agree that I shall fulfill all such obligations during my employment with the Company.

8. GENERAL PROVISIONS

8.1 Breach of Agreement. I acknowledge that my breach of this Agreement, particularly Sections 3-6, will cause immediate and irreparable damage to the Company and its Related Companies and that such damages will be exceedingly difficult to measure in full. Therefore, I acknowledge that the payment of damages in an action at law for breach of this Agreement would not adequately compensate the Company or its Related Companies for the damages suffered. In addition, the short duration of the covenants contained in this Agreement makes essential the enforcement of this Agreement by injunctive relief. The Company and I therefore agree that this Agreement may be enforced through temporary, preliminary and permanent injunctive relief, and that all other available remedies at law or in equity including, but not limited to, money damages, may be pursued for breach of this Agreement.

Moreover, I agree that, in addition to any other remedies available to the Company and/or its Related Companies by operation of law or otherwise, if I breach of any of the obligations contained in Sections 3-6, I shall: (a) forfeit at the time of the breach the right to any additional Severance Pay under Section 2 of this Agreement; (b) forfeit the right to all further unpaid / unawarded, amounts that may otherwise be payable under the terms of any amounts described in Section 1.3 and 1.4 hereof, or any other compensation plan in which I participate and to which I might otherwise then be entitled by virtue thereof at the time of the breach, if any, notwithstanding any provisions of this Agreement or such plans or programs to the contrary; and (c) be required to refund to the Company and its Related Companies, and the Company and its Related Companies shall be entitled to recover of me, the amount of any and all such Severance Pay, amounts described in Section 1.3 and 1.4 hereof, or other compensation plan or awards already paid or provided to or on behalf of me by the Company and/or its Related Companies following the initial breach, if any, notwithstanding any provisions of this Agreement or such plans or programs to the contrary.

In addition, the Company and I agree that the prevailing party in any legal action to enforce the terms of this Agreement, including but not limited to Sections 3-6, shall be entitled to costs and attorneys’ fees related to any such proceeding as allowed by law. Further, the time period for the covenants in Sections 4-6 shall be tolled during any period of time in which I am violating those Sections.

The restrictions and obligations in Sections 4-6 shall survive my last day of employment with the Company and shall be in addition to any restrictions imposed on me by statute, at common law, or other agreements. The restrictions and obligations in Sections 4-6 shall continue to be enforceable regardless of whether there is a subsequent dispute between me and the Company concerning any alleged breach of this Agreement.

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8.2 Judicial Modification and Severability. If a court determines that any provision of this Agreement is invalid, then the Company and I request that the court “blue-pencil” or otherwise modify such provision in order to render the provision not invalid and enforce the provision as modified. In such a case, all other provisions contained in this Agreement shall remain in full force and effect. In addition, each provision of this Agreement is severable from each other provision.

8.3 Section 409A.

(a) Section 409A Compliance. The Company and I intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code (the “Code”) will be compliant with Section 409A. If the Company shall determine that any provision of this Agreement does not comply with the requirements of Section 409A, the Company shall amend the Agreement to the extent necessary (including retroactively) in order to comply with Section 409A (which amendment shall not reduce the amounts payable to me under this Agreement). The Company shall also have the discretionary authority to take such other actions to correct any failures to comply in operation with the requirements of Section 409A. Such authority shall include the power to adjust the timing or other details relating to the awards and payments described in this Agreement (but not the amounts payable to me under this Agreement) if the Company determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 409A. Notwithstanding the foregoing, to the extent that this Agreement or any payment or benefit (or portion thereof) under this Agreement or the plans referenced herein shall be deemed not to comply with Section 409A, then none of the Company, its Related Companies, the Board, the Compensation Committee of the Board, Premier, Inc. and its Related Companies’ shareholders, owners, board members, officers, employees, their designees and agents shall not be liable to me in any way.

(b) Separation from Service. Notwithstanding anything in this Agreement to the contrary, no separation benefits, if applicable, deemed deferred compensation subject to Section 409A shall be payable pursuant to this Agreement unless my separation from employment constitutes a “separation from service” with the Company within the meaning of Section 409A and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”).

(c) Specified Employee. Notwithstanding any provision to the contrary in this Agreement, if I am deemed by the Company at the time of my Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which I am entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of my benefits shall not be provided to me prior to the earlier of (i) the expiration of the six-month period measured from the date of my Separation from Service or (ii) the date of my death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 8.3(c) shall be paid in a lump sum to me, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.

(d) Expense Reimbursements. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, any such reimbursements payable to me pursuant to this Agreement shall be paid to me no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and my right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(e) Installments. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), my right to receive the installment payments of Severance Pay under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. In the event that the timing of my signing the Release referenced in Section 2.1 could result in any portion of the Severance Pay that is deferred compensation subject to Section 49A being paid in an earlier or later calendar year, then such portion shall be paid in the later calendar year.

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8.4 Tax Penalty Protection. Notwithstanding any other provision in this Agreement to the contrary, any payment or benefit received or to be received by me in connection with a “change in ownership or control” as such term is defined under Section 280G of the Code (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with the Company or its Related Companies, collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, it shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only if, by reason of such reduction, the net after-tax benefit received by me shall exceed the net after-tax benefit that would be received by me if no such reduction was made. Whether and how the limitation under this Section 8.4 is applicable shall be determined under the Section 280G Rules set forth in Exhibit B hereto.

8.5 Incentive-Based Compensation Clawback. In accordance with the terms and conditions of Premier, Inc.’s Compensation Recoupment Policy, as such policy may be established, modified, changed, replaced or terminated from time to time, I agree to repay any incentive or other compensation paid or otherwise made available to me by the Company or its Related Companies, as required by the terms of such policy. If I fail to return such compensation as required by the terms of the Compensation Recoupment Policy or applicable law, I hereby agree and authorize the Company and its Related Companies to, among other things as set forth in the policy: (a) deduct the amount of such identified compensation from any and all other compensation owed to me by the Company or is Related Companies (if any); and (b) adjust and reduce future compensation to me (if any). I acknowledge that the Company may take appropriate disciplinary action (up to, and including, Termination For Just Cause) if I fail to return / repay such identified compensation within the timeframe required by the Compensation Recoupment Policy. Further, the Company and I agree that the provisions of this Section 8.5 shall remain in effect indefinitely following my termination of employment.

8.6 Indemnification. The Company and I have entered into (or shall enter into concurrent with this Agreement) a separate indemnity agreement, consistent with the Company’s certificate of incorporation, by-laws and other corporate governance documents; provided that the entry into such an agreement shall not be a condition precedent to my right to be indemnified by the Company as provided in such corporate governance documents. The Company will indemnify me or cause me to be indemnified in my capacity as an officer, director or senior manager of any Related Company for which I serve as such, to the fullest extent permitted by the laws of the state of incorporation of such Related Company in effect from time to time, or the certificate of incorporation, by-laws or other corporate governance documents of such Related Company. The Company shall provide me with directors’ and officers’ insurance coverage to the same extent as provided to other senior executives of the Company from time to time.

8.7 Governing Law, Forum, Jurisdiction. Except as prohibited by law, I agree (a) that this Agreement shall be governed by the laws of the State of North Carolina, regardless of where I may work for the Company and irrespective of conflict of law principles; (b) any litigation under this Agreement shall be brought by either me or the Company exclusively in Mecklenburg County, North Carolina, notwithstanding that I may not be a resident of North Carolina when the litigation is commenced and/or cannot be served process within North Carolina; and (c) as such, the Company and I irrevocably consent to the jurisdiction of the courts in Mecklenburg County, North Carolina (whether federal or state) for all disputes related to this Agreement and irrevocably consent to service of process via nationally recognized overnight carrier, without limiting other service methods available under applicable law. Except as prohibited by law, the Company and I irrevocably waive any right to a trial by jury in any action related to this Agreement. Further, the Company and I agree that the terms in this Section are material provisions of this Agreement, that the Company’s headquarters is in Charlotte, Mecklenburg County, North Carolina, that this is a contract made in North Carolina, and that, except as prohibited by law, no party to this Agreement will contest the enforceability of the choice of law, exclusive venue, or other provisions of this Section. I acknowledge that nothing in this Agreement shall be construed as impairing my rights under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

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8.8 Entire Agreement, Amendment, Waiver, Assignment. This Agreement constitutes the entire agreement between me and the Company related to the subject matters contained in it and supersedes all previous written or oral agreements related to these subject matters, including any previous employment and similar agreements with the Company and its Related Companies, provided that it does not extinguish any post-employment obligations I may owe the Company or its Related Companies under other written or previous agreements. I have had sufficient time to review this Agreement and seek advice from counsel. No amendment or attempted waiver of any of the provisions of this Agreement shall be binding unless reduced to writing and signed by me and the Company. Any waiver of any provision by either party shall not constitute a waiver of such provision or any other provision at a later time or in any other circumstance. The Company shall have the right to assign or transfer this Agreement to any affiliated entity or successor to all or part of its business, and I irrevocably consent to any such assignment or transfer. Further, the Company and I agree that the Company may disclose the compensation and other terms of this Agreement: (a) to Premier, Inc.’s shareholders/owners; and (b) in its proxy statements or other public securities filings as required by law.

[Signature Page Follows]

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Confidential

Agreed to and accepted:

Date: 8/15/2024	/s/ Glenn Coleman
	Glenn Coleman
Agreed to and accepted:	Premier Healthcare Solutions Inc.
Date: 8/15/2024	/s/ Michael J. Alkire
	Michael J. Alkire, Chief Executive Officer

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Exhibit A

Protection of Confidential Information and Protected Health Information

I understand that during the course of my employment with the Company, I may see or hear confidential information or protected health information (“PHI”) and that the Company and its Related Companies have the legal obligation and ethical responsibility to maintain strict confidentiality as to the personal facts and circumstances of any applicant, employee, client, customer, patient or other individual or entity that is made available to the Company or its Related Companies in the course of their business (“Protected Entities”). I also understand that it is the policy of the Company and its Related Companies not to disclose personal facts and circumstances about any Protected Entity without such Protected Entity’s authorization or consent, except as required by applicable law or to fulfill the legitimate business responsibilities of the Company and its Related Companies.

By way of example, the types of PHI and other information that generally must be kept confidential includes applicant, employee, client, customer and patient names, social security numbers, dates of birth, addresses, telephone numbers, financial status and information, account or identification numbers issued by government agencies or private financial institutions, confidential business information, vital records information, and health information that identifies individuals. PHI that identifies an individual generally cannot be released unless properly authorized by the individual or its legal representative, or pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). The Family Privacy Protection Act and other local, state and federal laws may place additional limitations on the disclosure of personal information. Therefore, to the extent applicable to me during the course of my employment with the Company or any Related Company, I agree that during and at all times after my employment with the Company and any Related Company, I shall adhere to the requirements of the (a) U.S. Department of Health and Human Services issued regulations on “Standards for Privacy of Individually Identifiable Health Information,” which comprise 45 C.F.R. Parts 160 and 164, promulgated pursuant to HIPAA; (b) separate HIPAA Privacy and Security Standards issued by the Utilization Review Accreditation Commission; (c) Family Privacy Protection Act and other local, state and federal laws that may place additional limitations on disclosure of personal information, in each case with respect to the Protected Entities; and (d) and policies issued during my employment with the Company or any related Company regarding PHI.

As part of my obligation to protect confidential information and PHI of the Protected Entities, and except as (i) expressly authorized by such Protected Entities or their legal representatives, (ii) required to carry out my properly assigned duties with the Company or any Related Company, or (iii) required or permitted by applicable law, I also understand and agree that:

• I will not access or view any such information;

• I will not make inquiries about such information on behalf of any individual who does not have proper authorization to access such information;

• I will not make any unauthorized copy or disclosure of such information, or disseminate, remove or transfer such information to any unauthorized location;

• I will not discuss such information with any person who is not authorized to access such information;

• I will not engage in conversation about such information outside the office of the Company or its Related Companies (including, without limitation in hallways, on elevators, or in my home);

• I will take care to safeguard any password(s) I am issued by the Company, any Related Company or any other entity designed to protect such information;

• If I have any questions about whether I need access to certain information, or whether certain information should be disclosed, I will promptly ask my supervisor for clarification; and

• I will immediately report to my supervisor and other designated Company personnel any unauthorized disclosure of such information, including by myself or any third party.

I understand all Company computer access is subject to audit at any time by the Company, including to ensure compliance with my obligation to protect and safeguard PHI and confidential information. I also agree to comply with any other Company and Related Company policies regarding the protection and safeguarding of PHI and confidential information. Upon termination of my employment for any reason, I will return any documents or other items in my possession that contain confidential information or PHI.

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I understand that my violation of this Protection of Confidential Information and PHI or any other Company or Related Company policy regarding the safeguarding of confidential information or PHI may result in the termination of my work relationship or be the grounds for disciplinary action, fines, penalties, imprisonment or cause civil suit to be brought against me.

exha-23.1

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Exhibit B

Section 280G Rules

The following rules shall apply for purposes of determining whether and how the limitations provided under Section 8.4 of this Agreement are applicable to me.

1. The “net after-tax benefit” shall mean (a) the Payments (as defined in Section 8.4) which I receive or am then entitled to receive from the Company or a subsidiary or affiliate that would constitute “parachute payments” within the meaning of Code Section 280G, less (b) the amount of all federal, state and local income and employment taxes payable by me with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to me (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (c) the amount of Excise Tax imposed with respect to the payments and benefits described in (a) above.

2. All determinations under Section 8.4 of this Agreement and this Exhibit B will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to a change in control, within the meaning of Code Section 280G (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under Section 8.4 of this Agreement and this Exhibit B and supporting calculations to both me and the Company as soon as reasonably practicable.

3. If the 280G Firm determines that one or more reductions are required under Section 8.4 of this Agreement, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to me. The 280G Firm shall make reductions required under Section 8.4 of this Agreement in a manner that maximizes the net after-tax amount payable to me.

4. As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this provision, it is possible that amounts will have been paid or distributed to me that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to me (collectively, the “Underpayments”). If the 280G Firm determines, based on the assertion of a deficiency by the Internal Revenue Service against the Company or me, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, I must repay the Overpayment amount promptly to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by me to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which I am subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify me and the Company of that determination, and the Underpayment amount will be paid to me promptly by the Company.

5. I will provide the 280G Firm access to, and copies of, any books, records and documents in my possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by Section 8.4 of this Agreement.

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EX-10.4

Exhibit 10.4

Confidential—Signing Bonus Agreement

Prepared for: Glenn Coleman

Prepared date: August 15, 2024

Signing Bonus Amount: $800,000 (payable in two equal payments)

In consideration of your employment with Premier Healthcare Solutions, Inc. (“Premier” or the “Company”), the Company agrees to pay you a signing bonus in the gross amount of $800,000 (the “Signing Bonus”), subject to your agreement to the terms and conditions below.

The Signing Bonus will be paid in two equal payments of $400,000. The first payment of $400,000 will be paid as soon as practicable following your first day of work with the Company. The second payment of $400,000 will be paid as soon as practicable following March 31, 2025. All Signing Bonus payments will be made in accordance with the Company’s regular payroll processes and will be less applicable withholdings for wages.

In order to keep the Signing Bonus, you must remain continuously employed with Premier in your role as CFO for the 18-month period following your first day of employment with Premier. If your employment with Premier is terminated for any reason during the first 18 months of your employment, other than for circumstances constituting a “Termination Without Cause” under your Employment Agreement, you agree that you shall receive no further Signing Bonus payments and you shall repay and reimburse Premier for the full amount of any Signing Bonus payments made.

If your repayment obligation is triggered for any reason, you hereby authorize Premier to deduct any amounts owed by you from all wages, vacation pay, sick pay, other leave pay, floating holidays, expense reimbursements, bonuses, incentive compensation, severance pay, commissions, distributions, deferred compensation, dividends and other compensation that may be due to you by Premier (whether you continue to be employed by Premier or not), and to apply the same to the amounts you owe under this Agreement. The Signing Bonus repayment amount owed by you as set forth above shall be due and payable to Premier on or before the last day of your employment with the Company.

You further agree that in the event you fail to repay any outstanding repayment amounts due to Premier under this Agreement, such that it becomes necessary for Premier to pursue legal or other action against you for the collection of the same, Premier shall be entitled to, and you will be required to reimburse Premier for its costs and attorneys’ fees relating to any such proceeding or any other action to enforce its reimbursement rights.

In addition, you understand that this Agreement shall in no way change your at-will employment status with Premier; nothing herein constitutes a guarantee of continued employment with Premier for a specific duration. The terms of this Agreement are conclusive and binding on all parties.

Acknowledgement

By executing this document, you are confirming your understanding of and agreement to the above terms.

/s/ Glenn Coleman

Glenn Coleman

8/15/2024

Date

1

EX-99.1

Exhibit 99.1

Premier, Inc. Appoints Glenn Coleman as Chief Administrative and Financial Officer

Craig McKasson to Retire at the End of December 2024

CHARLOTTE, N.C. – August 20, 2024 – Premier, Inc. (NASDAQ: PINC), a leading technology-driven healthcare improvement company, today announced that Glenn Coleman, CPA, was unanimously appointed by the Board of Directors to serve as the Chief Administrative and Financial Officer of the company, effective November 11, 2024. Coleman will succeed Craig McKasson, who will retire on December 31, 2024, and will serve as a strategic advisor to the company through 2026.

Coleman brings more than three decades of financial and industry expertise, as well as extensive experience managing public company financial planning, reporting and operations. He currently serves as Executive Vice President and Chief Financial Officer of Dentsply Sirona, where he leads the company’s finance and information technology divisions. Coleman previously held roles at Integra Lifesciences Holdings Corporation, including as Executive Vice President and Chief Operating Officer, leading operations and overseeing the majority of Integra’s talent force, and as Chief Financial Officer, overseeing the broader finance department. Prior to Integra, Coleman spent 25 years in financial management positions with leading global businesses, including Curtiss-Wright Corporation and Alcatel-Lucent. He began his career at PricewaterhouseCoopers LLP.

“After conducting a thorough and thoughtful search process, the Board and I are confident that Glenn is the right person to build on our momentum and lead our organization forward as we begin our next chapter at Premier,” said Michael J. Alkire, Premier’s President and CEO. “I am confident that Premier and our shareholders will benefit from Glenn’s wealth of financial and operational management experience at public companies, and I look forward to working closely with him as we continue enabling better, smarter healthcare for our members, suppliers, customers and the communities they serve.”

Alkire added, “Craig has been an outstanding steward of Premier’s administrative and financial operations, serving as a critical member of our executive leadership team. Since he joined the company in 1997, Premier has evolved from a hospital buying group into an integral player in the U.S. healthcare system – and Craig has been a key leader at every step of that journey. On behalf of all of us at Premier, I thank him for his many contributions and deep commitment to our members, suppliers, customers and other stakeholders, which have helped to make Premier an industry leader.”

“It has been the greatest privilege of my career to serve as Premier’s Chief Administrative and Financial Officer, leading our talented finance, corporate development, information technology and insurance services teams,” said McKasson. “I am proud that Premier today is positioned to win, with the right capabilities and strategy in place to drive sustainable value creation for our stakeholders. The strength of our business reinforces my confidence that this is the right time to make this transition. I look forward to spending more time with my family in my retirement and continuing to follow Premier’s future success.”

“I have long admired Premier for its technology innovations and commitment to improving healthcare cost and quality outcomes, and I am honored to be stepping into the role of Chief Administrative and Financial Officer at such an exciting time for the company,” said Coleman. “I look forward to working with Mike and the rest of the talented management team to drive financial excellence, enhance value for shareholders and support Premier’s mission of transforming healthcare.”

In a separate press release issued today, Premier reported financial results for its fiscal fourth quarter and full year 2024. The company will host a conference call today at 8:00 a.m. ET to discuss its performance. The earnings press release and conference call information are available at https://investors.premierinc.com.

About Premier, Inc.

Premier, Inc. (NASDAQ: PINC) is a leading healthcare improvement company, uniting an alliance of more than 4,350 U.S. hospitals and health systems and approximately 300,000 other providers and organizations to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, Premier enables better care and outcomes at a lower cost. Premier plays a critical role in the rapidly evolving healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide. Headquartered in Charlotte, N.C., Premier is passionate about transforming American healthcare. Please visit Premier’s news and investor sites on www.premierinc.com, as well as X, Facebook, LinkedIn, YouTube, Instagram and Premier’s blog for more information about the company.

Forward-Looking Statements

Statements made in this release that are not statements of historical or current facts, such as those related to our ability to advance our growth strategies and develop innovations for, transform and improve healthcare, 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 the actual results, performance or achievements of Premier to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to Premier’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to risks and uncertainties, many of which are outside Premier’s control. More information on risks and uncertainties that could affect Premier’s business, achievements, performance, financial condition and 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” sections of Premier’s periodic and current filings with the SEC. Premier’s periodic and current filings with the SEC are made available on Premier’s website at investors.premierinc.com. Forward-looking statements speak only as of the date they are made, and Premier undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events that occur after that date, or otherwise.

Investor contact:

Ben Krasinski

Senior Director, Investor Relations

704.816.5644

ben_krasinski@premierinc.com

Media contact:

Amanda Forster

Vice President, Integrated Communications

202.879.8004

amanda_forster@premierinc.com

XML

Document and Entity Information	Aug. 15, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001577916
Document Type	8-K
Document Period End Date	Aug. 15, 2024
Entity Registrant Name	Premier, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-36092
Entity Tax Identification Number	35-2477140
Entity Address, Address Line One	13034 Ballantyne Corporate Place
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	(704)
Local Phone Number	357-0022
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.01 Par Value
Trading Symbol	PINC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false